Simplified Restructuring Procedure: Simplified Restructuring Proceedings were introduced into the Polish legal system based on “Anti-Crisis Shield 4.0”, as a temporary measure, which may be initiated by 30 June 2021. Although the Simplified Proceedings are designed to combat the effects of the Covid-19 pandemic, Shield 4.0 does not make them conditional on the debtor getting into financial difficulties during the pandemic or in connection with its occurrence. The Simplified Restructuring Proceedings are a modified version of the arrangement approval proceedings within the meaning of the Restructuring Law, that are commenced by the debtor rather than the court. The aim of these Simplified Proceedings is to enable a quicker and more effective completion of the arrangement, giving the debtor protection against enforcement of claims by creditors, and at the same time reducing its powers of independent asset management.

DEA exemption for third country firms: A new additional exemption for third country firms conducting certain MiFID activities has been introduced into Polish law.  This exemption allows third country firms to carry out certain MiFID activities, i.e. dealing on own account or executing orders, when using direct electronic access (DEA). There are certain side requirements for firms to be eligible for this exemption, but this may provide a significant opportunity for third country entities in a post-Brexit world.

WHT regulations postponed again: The rules regarding the payments subject to WHT exceeding PLN 2M a year made to foreign taxpayers were further postponed until 30 June 2020 and then until 31 December 2020.

New VAT rates matrix: The introduction of the new VAT rates matrix came into force at the beginning of July 2020. The amendment introduced new lists of goods and services, subject to reduced VAT rates. The new list is no longer based on the Polish Classification of Goods and Services codes of 2008, but on the Combined Nomenclature - for goods: and the current Polish Classification of Goods and Services of 2015 - for services.

Mandatory dematerialisation of shares: A new regulation to the Commercial Companies Code dated 30 August 2019 introduced the mandatory dematerialisation of shares of joint stock companies and partnerships limited by shares. Now, information on shareholders will be disclosed in an electronic shareholders’ register to be maintained by an external entitled entity, i.e. a brokerage house, a bank conducting brokerage activity or the Central Securities Repository. Paper shares shall dematerialise on 1 March 2021.

Identification of shareholders in listed companies: New regulations on the identification of shareholders in listed companies came into force in mid-2020 (implementing the SRD II in Poland). Under the regulations, entities keeping securities accounts or omnibus accounts shall make available to the listed company, information making it possible to identify the shareholders of the listed company and the number of shares issued, held by each of those shareholders. New regulations also introduced other rights and possibilities, aimed at facilitating shareholders’ active participation in the affairs of listed companies.

New legal venture aimed at start-ups: A simple joint stock company will be introduced in March 2021, as a new type of company. This is a hybrid between a limited liability company and a joint stock company aimed particularly at start-ups. The company rules enable resolutions to be adopted electronically, contributions to be made in the form of providing services or work, and shares to be issued without nominal value and to be transferred in a documentary form.

Shares subject to a public offer need to be registered: The new requirement to register shares subject to a public offer came into force in January 2020. Issuers of shares subject to a public offer are required to submit to the Polish Financial Supervision Authority, certain information on these securities and the issuance, within 14 days of their allocation. The requirement does not cover other securities, e.g. bonds, investment certificates etc.

Employment-related measures in response to Covid-19: In response to the Covid-19 outbreak, the Polish Parliament introduced various employment-related measures aimed at protecting workplaces and employers meeting certain criteria (the so called “Anti-Crisis Shield”). Key measures include: (i) reduction of remuneration of employees during economic downtime; (ii) reduction of working time and remuneration of employees; (iii) subsidies for the remuneration reduced during the period of economic downtime and reduced working time; (iv) subsidies for the social security contributions payable by the employer on the benefits granted; (v) introduction of various flexible working time arrangements and less favourable employment conditions for employees; and (vi) deferment of payment of social security contributions. The Anti-Crisis Shield also made it possible for employers to instruct their employees to work remotely as well as lifting certain obligations stemming from labour law for the time of the pandemic (for example: the obligation to carry out periodical medical examinations of employees).

Changes in posting of employees: The Polish regime on posting of employees within the framework of provision of services has been amended as a result of implementing Directive 2018/957. New, innovative, regulations provide for, inter alia: (i) extending the definition of posting of employer so that it also covers temporary work agencies and agencies renting personnel; (ii) a 12-month guarantee period for the application of set minimum employment conditions to an employee posted to Poland (which may be extended up to 18 months) — afterwards extended rules of local employment law apply to posted employees; and (iii) fines for the breach of certain obligations applying to posting of employees ranging between PLN 1,000 and PLN 30,000.

Implementation of Employee Capital Plans (PPK): Since 1 January 2019, an obligation for employers to implement Employee Capital Plans (Pracownicze Plany Kapitałowe) has been in force. During the first phase this private pension savings accumulation system should have been established by the biggest employing entities hiring at least 250 people. They should have concluded contracts for the management of PPK by 25 October 2019 and contracts for operating PPK by 12 November 2019. The next phases of implementation were commenced on 1 January 2020 by companies with at least 50 employed individuals (here, the deadline for concluding the PPK management contract was extended due to Covid-19 to 27 October 2020 and for the PPK operation contract to 10 November 2020). The final phase commenced on 1 July 2020 for those entities with at least 20 employed individuals (with the same deadlines specified in the previous sentence). A failure to fulfil the implementation is subject to a fine ranging between PLN 1,000 to PLN 1,000,000.

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IP courts established in 2020 despite pandemic: Despite the Coronavirus pandemic, specialised intellectual property courts began their work on 1 July 2020. According to the amended Code of Civil Procedure, all cases related to intellectual property, including copyrights, trademarks, inventions, utility models, designs, geographical indications, integrated circuits topographies, unfair competition and some of the IP-related moral rights are to be settled by judges specialising in intellectual property law, in five selected district courts in Poland: Warsaw, Poznań, Gdańsk, Katowice and Lublin. Appeal proceedings in such cases will be settled by the courts of appeal in Warsaw and Poznań. Further amendments to the Code of Civil Procedure concern the implementation of new evidentiary means (i.e. preservation of evidence; information claims), and the obligatory legal representation of the legal advisers, advocates or patent attorneys in most IP cases.

Implementation of the DSM directive still on a rocky road: Work on the implementation of the Directive 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC and 2001/29/EC continues and is currently the subject of public consultations initiated by the Ministry of Culture and National Heritage. Directive 2019/790 shall be implemented by 7 June 2021. The Polish government filed an action for the annulment of Article 17(4)(b) and Article 17(4)(c), in fine of Directive 2019/790 with the CJEU (case C-401/19) arguing it could result in adopting regulations analogous to preventive censorship. Poland raised a plea alleging infringement of the right to freedom of expression and information guaranteed by Article 11 of the Charter of Fundamental Rights of the European Union which was examined by the CJEU at the hearing on 10 November 2020, during which the Polish government upheld its previous position. The opinion of the Advocate General will be delivered in April 2021.