| In Principle

Commercial partnerships, including limited partnerships, operate in principle on the basis of mutual trust and close cooperation between the partners. The composition of a limited partnership is most often fixed, but this does not mean that the partnership has to be dissolved whenever a partner decides to leave. There are several possibilities for a partner to withdraw from a limited partnership. Two of them are provided for expressly in the Commercial Companies Code, but they may prove inadequate to the dynamic needs of commercial practice. The third, non-code way of leaving a partnership, however useful, raises some doubts.

Modern tech solutions such as the software-as-a-service model, where users don’t have to maintain IT infrastructure on their own hardware, are becoming increasingly popular among taxpayers. But the fee for cloud solutions paid abroad may be subject to withholding tax if it is treated as a fee for use of an industrial device.

On VAT grounds, a merger may prove challenging for the acquirer if either the acquirer or the target applies proportional input tax deduction in the merger year.

The sale of shares in a real estate company is only the beginning, as the seller must face the VAT consequences of the transaction. Is the sale of shares in real estate companies treated differently under VAT than the sale of shares in other companies? Is this correct? And what can be done about it?

In November 2022, the leaves were falling from the trees to the rhythm of ESG. First, the European Parliament and then the Council of the European Union approved the draft Corporate Sustainability Reporting Directive. Then the European Financial Reporting Advisory Group submitted the first set of draft European Sustainability Reporting Standards to the European Commission.

PFAS is a collective name for some 5,000 chemical compounds widely used in industry and everyday items. They have a harmful effect on the environment and human health. Recently, they have been the subject of intense research by the European Chemicals Agency and the US Environmental Protection Agency. This is reflected in the growing number of regulations restricting their use. However, awareness of the harmfulness of these compounds seems to remain low, as evidenced by the small number of court cases in this area.

10 December 2022 marked forty years since the United Nations Convention on the Law of the Sea (UNCLOS), which culminated years of negotiations within the United Nations, was opened for signature. With rapidly changing geopolitical conditions, the development of technologies enabling the extraction of minerals from the seabed, the climate crisis, and the disappearance of biodiversity, the convention must meet the demands of the next decades of the 21st century.

Marta Kacprowska, attorney-at-law in Wardyński & Partners’ Private Clients practice, talks about inheritance of property left by deceased foreigners and how foreign heirs can inherit property in Poland.

An end to the mass discarding of packaging and waste. Instead, recycling, refillable packaging, a deposit on plastic bottles and limits on disposable bags. Such changes are proposed in a new draft regulation of the European Commission. The changes are to be implemented gradually.

The Commercial Companies Code contains rules facilitating mergers of companies where there are few owners and little risk of harm to stakeholders, and thus the law allows certain provisions to be waived. But it is essential to apply the regulations properly so that the merger is carried out effectively and can be entered in the National Court Register.

Participation in a limited-liability company in Poland may end either as a result of acquisition of the shareholder’s shares by another entity or as a result of elimination of the shares, i.e. redemption. This mechanism is more and more common and used for various purposes in the course of M&A transactions consisting in the acquisition of only a portion of a company’s share capital. Then, it becomes an element of the shareholders’ agreement and thus of the articles of association which are to take effect and regulate the rights and obligations of the parties upon completion of the transaction.

The popularity of remote work and its various forms, including digital nomadism, is not waning. Unconstrained by national borders or the nationality of employees, employers taking advantage of the global labour market must take into account a number of legal aspects not present in traditional employment. These involve not only issues of supervision of work performance or compensating employees for out-of-office costs, but above all, issues such as the law applicable to the employment relationship and legalisation of the employee’s work and residence in the country of work.