Step-by-step deregulation of companies. A small amendment to the Commercial Companies Code, a real relief for businesses

In November 2025, a draft amendment to the Commercial Companies Code (KSH) – which in essence concerns only two provisions of that Act, namely Article 238(1) and Article 243(2), as well as amendments to certain other Acts – was included in the Council of Ministers’ List of Legislative and Programme Work as a deregulation proposal. The proposed amendments are part of a broader trend, long anticipated by practitioners, towards the rationalisation and digitalisation of the administration of limited liability companies. The draft aims to simplify the relationship between a shareholder and the company by moving away from formalities which, in the realities of modern business, are increasingly proving to be unnecessary, costly and out of step with business practice, particularly in the case of international structures. The legislator is proposing technical solutions which, whilst seemingly minor, are of tangible significance for the efficient functioning of companies. The proposed changes concern:

• Article 243(2) of the Commercial Companies Code concerning the form of a power of attorney to attend a shareholders’ meeting of a limited liability company, which must currently be granted in writing on pain of nullity. This is an unnecessary and inconvenient restriction, particularly for foreign shareholders, as a written document can now be effectively replaced by a digital form. The proposed amendment is intended to enable the inclusion in the articles of association of a provision permitting the granting of a power of attorney to attend a shareholders’ meeting in electronic form;
• Article 238(1) of the Commercial Companies Code, which requires a shareholder to give written consent to the service of notices convening a shareholders’ meeting of a limited liability company at an address for electronic service or by email. The amendment is intended to permit a shareholder’s consent to be given in documentary form, which will facilitate the circulation of documents whilst ensuring compliance with the requirement to identify the person making the declaration. The government’s draft bill notes that consent to electronic service is usually granted once, at the start of the relationship with the company, and remains valid for a long period; consequently, the risk of abuse in this regard appears to be minimal. The proposed changes should be viewed positively as a step towards simplifying business operations and better adapting the Commercial Companies Code to the digital reality. The limited scope of the amendment favours its swift adoption, although the postponement of work until the second quarter of 2026 raises questions about the legislator’s actual priorities. At the same time, the draft demonstrates that piecemeal adjustments cannot replace the necessary, systemic deregulation of the business legal environment, which must not, however, lose sight of the need to correctly identify the parties involved in transactions and to document them.