WKB’s lawyers have analysed the most important provisions of the Anti-Crisis Shield Act in Poland. The Anti-Crisis Shield is a special law which implements a range of various solutions aimed at combatting the epidemic crisis, amending or supplementing many other acts and regulations, which will affect many areas of companies’ business activities.
Therefore, we provide a collection of materials consisting of short summaries of the most important changes in a number of fields, followed by expert studies. We also draw your attention to certain aspects which were not included in the Shield’s provisions, often against the recommendations of entrepreneurs, and which at the same time may create risks for business activities.
We hope that the format adopted will allow you to quickly identify and select the and analyses which you are most interested in.
OPERATION OF COMMERCIAL COMPANIES
- New rules for remote participation and the adoption of resolutions at shareholders’ meetings and meetings of other company bodies;
- Extension of the deadline to draft and approve financial statements for entities required to prepare them;
- Extension of the deadline for the first registration of beneficial owners in the Central Register of Beneficial Owners (CRBR) for companies registered before 13.10.2019.
- Reduced working hours and lower remuneration for furloughed employees;
- Subsidies are available to micro, small and medium-sized entrepreneurs from district governors;
- Deferred payment of social security contributions (ZUS) / payment of contributions in instalments through prolongation fee exemptions.
- Extension of the deadline to draft and approve annual financial statements by 3 months (where the financial year is concurred with the calendar year, these statements should be drafted by the end of June 2020 and approved by the end of September 2020);
- Deferral of the obligation to pay PIT advances on remuneration collected in March and April 2020 until 1 June 2020;
- Taxpayers who will suffer a tax loss in 2020 due to COVID-19 and who obtain total revenues in 2020 at least 50% lower than in 2019 will be able to make a one-time reduction in the earned income for 2019 by the amount of this loss, but no more than PLN 5,000,000;
- Other changes concerning taxes: including VAT, PIT and CIT, tax audits and accounting.
- Ability to change the terms and conditions or repayment date of credit (loans) granted before 8 March, applicable to only small and medium-sized businesses;
- Banks may extend or modify financing already granted notwithstanding the loss of creditworthiness (e.g. Article 70 of the Banking Law) while retaining the ability to terminate credit (loan) agreements;
- The KNF has recommended that financing not be renewed on terms as of 31.12.2019 for a period of more than 1 year.
- KNF has allowed banks to take simplified positive liquidity forecasts into account if they increase the amount of financing to existing customers above the level available on 31.12.2019.
- The maximum value set for non-interest costs for consumer loans limited to 365 days applies only to new agreements concluded during the period covered by the Anti-Crisis Shield;
- For loans with a repayment term of less than 30 days – non-interest costs are capped at up to 5% of the total loan amount (calculation formula in the Shield), with a cap of up to 45% of the total loan amount for longer loans;
- Impact of the Shield’s provisions on new loans from the same entity, granted within 120 days of the previous disbursement;
- Infringements of the Shield may be treated as practices violating consumers’ collective interests.
THE RULES AND THE CATALOGUE OF SANCTIONS
- Severe administrative fines for the violation of orders and prohibitions issued during the epidemic;
- These penalties also apply to entrepreneurs subject to restrictions on their business operations;
- Penalties issued are immediately enforceable.
- From March 31, suspension of the procedural and judicial deadlines in court proceedings (including administrative court proceedings), as well as deadlines for enforcement, criminal, criminal fiscal, petty offence, administrative, tax, customs and fiscal audits and other proceedings conducted under separate/relevant laws;
- The suspension of deadlines does not apply to urgent cases – which is decided by the court or the party itself (due to a threat to life or health of people or animals, serious harm to the public interest, or a threat of irreparable material loss, as well as if it is required by the interests of justice);
- As regards substantive administrative law periods of limitation, mandatory fixed deadlines and certain others deadlines have been suspended.
- The limitation period for civil law claims continues to run.
- Support and relief in the form of state aid, aimed at remedying serious disturbances in the economy, and de minimis aid, granted from national budgets – including, among others, sureties and guarantees, loan repayments and tax exemptions;
- Broad potential for state interference in companies’ pricing policies. The minister competent for the economy can issue a regulation setting maximum prices, or maximum wholesale and retail margins, for a wide range of goods. High fines may be imposed for prices or margins higher than those set;
- Suspension of time limits provided for in administrative law, which may, together with other factors, result in the extension of proceedings for the approval of a concentration;
- Delay in the commencement of legislation granting quasi-consumer protections to sole proprietors.
- Public procurement law does not apply to purchases related to counteracting COVID-19 (where there is a risk of the disease spreading rapidly or if warranted to protect public health);
- Public procurement contracts may be amended due to the occurrence of circumstances related to the virus, regardless of whether the conditions set in public procurement law are met; possibility to waive the application of contractual penalties;
- Hearings before the National Appeals Chamber (KIO) are suspended; rules for the submission of appeals remain unchanged.
REAL ESTATE AND CONSTRUCTION PROCESS
- Procedural, judicial and administrative time limits (including those related to decisions in the construction process) do not commence or, if begun, are suspended;
- Property tax exemptions for part of 2020 may be granted by municipal councils;
- Payment date for the annual fee for perpetual usufruct deferred until 30 June 2020;
- Temporary expiry of parties’ obligations under lease agreements for premises in commercial facilities with sales areas exceeding 2000 m2;
- Extension of lease terms until 30 June 2020 and limitation of the ability to terminate lease agreements or agreements on the amount of rent.
- Deadlines to enter the auction system extended by 12 months from the relevant commitment period’s expiry date;
- Prohibition on the suspension of energy supplies.
MATTERS NOT COVERED BY THE ANTI-CRISIS SHIELD – WHAT NEEDS PARTICULAR ATTENTION?
- All competition authorities, including the President of the Office for Competition and Consumer Protection (UOKIK), emphasise that the state of epidemic does not justify engaging in market collusion. Therefore, competitors still need to be particularly careful when entering into cooperation, even if such cooperation would currently be desirable and beneficial, under the conditions of the deepening crisis.
RESTRUCTURING AND BANCRUPTCY
- No draft law has yet been published providing for the amendment of Polish bankruptcy and restructuring law. Taking the interests of entrepreneurs into account, we foresee the need to introduce new regulations, such as extending the deadline to file an application for bankruptcy to 3 months, once the state
of epidemic has ended.
WKB’s experts and our coronavirus legal aid team remain at your disposal.