We use cookies to distinguish you from other users and to provide you with a better experience on our websites. Close this message to accept cookies or find out how to manage your cookie settings.
We use cookies to distinguish you from other users and to provide you with a better experience on our websites. Close this message to accept cookies or find out how to manage your cookie settings.
from Part II - Application in each Member State National reports for the EU Member States
Published online by Cambridge University Press: 03 May 2010
Introduction
1. The Cross-border Merger Directive has been implemented in Poland by the Act of 25 April 2008. The Act amended the Commercial Companies Code by introducing a new section on cross-border mergers. To the extent that the new section does not state otherwise, the provisions on internal merger of Polish companies stipulated by the Commercial Companies Code apply.
Scope of the new rules
2. The new rules on cross-border mergers apply to three company types governed by the Commercial Companies Code. These are: limited liability companies, joint-stock companies and joint-stock limited companies (Art. 491 Commercial Companies Code).
In accordance with the Commercial Companies Code, a merger can take place in the following ways:
(i) one or more companies transfer all their assets and liabilities to another acquiring company, in exchange for the issue of securities or shares representing the capital of that company to their members and, if applicable, a cash payment;
(ii) two or more companies transfer all their assets and liabilities to a company that they form, in exchange for the issue of securities or shares representing the capital of the new company to their members and, if applicable, a cash payment.
In addition, the result of a cross-border merger with the participation of a jointstock limited company may only be an association of capital. The surviving company may never be a partnership.
To save this book to your Kindle, first ensure [email protected] is added to your Approved Personal Document E-mail List under your Personal Document Settings on the Manage Your Content and Devices page of your Amazon account. Then enter the ‘name’ part of your Kindle email address below. Find out more about saving to your Kindle.
Note you can select to save to either the @free.kindle.com or @kindle.com variations. ‘@free.kindle.com’ emails are free but can only be saved to your device when it is connected to wi-fi. ‘@kindle.com’ emails can be delivered even when you are not connected to wi-fi, but note that service fees apply.
Find out more about the Kindle Personal Document Service.
To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Dropbox.
To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.
