Amendments regarding the „Polish Order” in the draft amendment to the Code of Commercial Companies

Amendments to Polish Holding Law

We have already mentioned the amendment to the Polish Corporate Law, introducing the so-called „Polish holding law” in our previous entries. These provisions are intended to increase the powers and responsibilities of supervisory boards, and also regulate the term of office and mandate of members of management bodies and to provide the obligation of loyalty and confidentiality even after the term of office of a supervisory board member has expired.

Amendments to Polish Order

Nevertheless, the amendments proposed by the deputies of the Polish Sejm on February 8, 2022 in the second reading mostly concern provisions of acts other than the Code of Commercial Companies. It is easy to notice that the purpose of these amendments is to „fix” the provisions introduced in connection with the new governmental program „Polish Order”, and therefore the matter not related to corporate law.

Annual basis for assessment of health insurance

For example, the wording of the provision of the Law on health care services financed from public funds of August 27, 2004, introducing the principle of determining the annual basis for the assessment of health insurance contributions for non-agricultural persons, was changed. Pursuant to the enacted provision, the annual basis of the contribution rate for health insurance of persons conducting non-agricultural activity is the income from economic activity determined for the calendar year as the difference between the revenues earned, excluding revenues not subject to income tax and the costs incurred to obtain these revenues, reduces by the amount of contributions for retirement, disability, sickness and accident insurance paid in this year, if they were not included in the tax deductible costs.

The so-called inventory differences will be taken into account for the purposes of determination of health insurance contributions base, and the income for the calculation of the contributions is not to be increased by depreciation charges classified as tax deductible costs before January 1, 2022.

Entry into force of new law

The above changes of the law are to enter into force on the day following the date of announcement.

These amendments and the fact that they were introduced to the bill only during the second reading were criticized by the legal community, whose representatives accused the authors of these amendments, inter alia, violation of the rules of legislative technique, because these additional provisions are not related to holding law or even company law, and this was the main subject of the bill being passed.

The act was submitted to the Marshal of the Senate.