Health insurance contributions from service contracts and income of members of supervisory boards.

Recently, the Parliament adopted amendments to the Social Insurance System Law (POL: "Ustawa o systemie ubezpieczeń społecznych"). Under the new rules pension insurance contributions will be paid for each mandate contract. The contributions will be deducted from the amount at least equal to the minimum wage. In 2014 it is 1680 PLN. The amendment also provides that the supervisory board members will be subject to compulsory retirement and pension insurance. Provisions related to supervisory board members will be applied from January 1 2015, while those involving mandate contracts will enter into force on January 1st, 2016.

Martin Langa 

Associate 

Alternative measures of financing Polish Business - convertible bonds. 

Are you searching for an alternative idea how to finance your Polish Company ?

Have you ever though of convertible bonds ?

Polish Joint Stock Company may issue bonds convertible into stocks of the Company (art. 20 Polish Statute on Bonds). Bonds may be offered to private investors, to public or even listed at the stock exchange. 

Below we present the simplest option of issuing bonds and offering them to private investor. 

In order to implement such a method of financing JSC from Poland shall:

1. call Extraordinary Stockholders Meeting:
1. to establish authorized – conditional capital and its celling amount 
2. to undertake a resolution on conditions of issue of the convertible bonds 

Contents:

                                               i.     type of bonds – registered and bearer bonds

                                             ii.     nominal value of the bond 

                                            iii.     interest rate 

                                            iv.     interest payment rules

                                              v.     repurchase date

                                            vi.     term of conversion 

                                           vii.     conversion rate 

3. to undertake a resolution authorizing the Board to issue convertible bonds in prescribed period and amount
1. register the resolutions  at the Polish House of Companies
2. publish the resolutions
3. draft and present prospectus including information required by Polish Statute on Bonds
4. present the financial report of last 15 months that was audited by an expert appointed by the court
5. undertake a resolution on bond/s issue (Board of Directors)
6. assign the bonds to the Investor upon his subscription
7. quarterly pay interest arising from the bonds to the Investor
8. repurchase the bonds from the Investor on the repurchase date or
9. accept the Investor’s statement on conversion of 1 bond into 2 stocks to the Company 
1. the statement results in:

                                               i.     taking up stocks by the Investor and

                                              ii.     rising the share capital

11. Register – once every year - new stockholders and recent value of the share capital

Intrested ? 
feel free to contract us - www.dudkowiak.com

Contract person: Michał Dudkowiak - michal@dudkowiak.com

Who is obliged to implement National Index Target ? (Biofuels)

According to the Polish Statue of 25 August 2006 on biocomponents and liquid biofuels (Published in the Journal of Laws of 2006 No. 169, position. 1199) various entrepreneurs  involved in fuels business are obliged to implement the so called National Index Target and ensure a minimum share of bio-components and other renewable fuels in the total amount of liquid fuels and liquid fuels sold or otherwise disposed of or used by him for their own use

The Act provides that any company engaged in commercial activities involving the manufacture, import or intra-Community acquisition of liquid fuels or biofuels, which sells or disposes of them in a different form on Polish territory, or for their own consumption is qualified as the so-called “the entity implementing the National Index Target”.

Such a entrepreneur is required to ensure a minimum share of bio-components and other renewable fuels in the total amount of liquid fuels and liquid fuels sold or otherwise disposed of or used by him for their own use.

The minimum contribution shall be calculated according to the calorific value of various bio-components and is equal to the National Target Indicator, as defined by the Council of Ministers by way of regulation. According to the above mentioned decree (Journal of Laws of 2007 No. 110 item. 757) the National Index Target for 2010 is 5.75%.

According to art. Paragraph 33. 1, paragraph 5 of the Act on biocomponents and liquid monetary penalty shall be one who, being an entity pursuing a National Index Target, did not provide in particular year minimum a share of bio-components and other renewable fuels in the total amount of liquid fuels and liquid fuels sold or otherwise disposed
by or used by him for their own use.

The amount of the penalty is calculated using the formula:
K = 5 x W x (M - R) / 100%
where the various symbols mean:
K - the penalty, expressed in money,
W - the total value of liquid fuels and liquid fuels sold or otherwise disposed of by an entity subject to punishment, and used by him for their own use, calculated for the year in which the entity has not carried out its obligations under Article. Paragraph 23. 1, expressed in money,
M - level of the National Index, which was required to implement entity subject to the penalty, expressed as a percentage,
R - Average realized biocomponent and other renewable fuels in the total amount of liquid fuels and liquid fuels sold or otherwise disposed of by an entity subject to punishment, and used by him for their own use in the year in which this entity has not carried out its obligations under Article . Paragraph 23. 1, expressed as a percentage.

The first Stadium Penal Court-room will be opened in Autumn.

In Autumn at Poznań Football Stadium there will be launched on a penal court room to hear the cases of stadium offences in the fast track mode - announced on Friday, Ministef of Justice Krzysztof Kwiatkowski. 
This project has to be ready for Euro 2012 . This fast trail solution will be used in situations where the perpetrator is caught by the police in "flagrante delicto". The Ministry of Justice stressed out very clearly that, during these fast track hearings the suspect will maintain all the procedural right. First of all he will have an assigened Lawyer from Poznań who will be defending his rights.   

Polish Antidrug Statute amended .

According to the Ministry of Justice, which was started the bill, the main purpose of the amendment is to effectively combat drug-related crime. It is mend to combat drug dealers instead of sentencing of drug addicts who have for their own use a small amount of drugs. In accordance with Article. 62a - introduced in the novel - in certain circumstances, a prosecutor before issuing the order to initiate an investigation, will be able to refrain from prosecution for possession of narcotic drugs or psychotropic substances. It is a case where the person has a "negligible" amounts of drugs for personal use and is not a dealer. According to the amendment, the prosecutor will be able to stay the proceedings against such a person, if that person does not threaten punishment more than five years in prison. The legislation raised the maximum possible penalty for placing a large number of drugs from 10 to 12 years in prison. However, for possession of large quantities of drugs would threaten up to 10 years in prison, while today it threatens to eight years. 

If you want to set up windmills in Poland you need to meet the requirements of the Polish energy law, environmental and construction legislation.
First, in accordance with the Council of Ministers, 9 November 2004 "on determining the types of projects which may significantly affect the environment and specific conditions for qualifying projects to draw up a report on the environmental impact," you must submit a report on the environmental impact of the project. It is required if installations planned for the land use wind power for energy production, with nominal power of not less than 100 MW, or installation planned in the Republic of Polish maritime areas use wind power for energy production. In addition, the impact report projects on the environment may require the installation using wind power for energy production with a total amount not less than 30 m.
Second, wind turbines, which are associated with land permanently, eg by the foundation under the existing law are regarded as building works and what goes with it is required to obtain a building permit (Building Law Information Centre. July 7, 1994 ).
Thirdly, in order to resell the energy to the electricity grid, the public must sign a contract to join, which takes place after fulfillment by the entity applying for connection of the requirements set out in the conditions of attachment issued by the Transmission System Operator (TSO).
Fourth, the generation of electricity from Renewable Energy Sources (RES), regardless of their power defines the Energy Law and Environmental Protection Law. Therefore, any entity wishing to produce electricity must obtain a license from the President of the Energy Regulatory Office.

French bill prohibiting extraction of shale gas.

The French government supported the bill prohibiting the extraction of shale gas. Thus upheld the opinion of supporters of such a solution, who warn that the reserves of this gas poses a threat to water purity. Meanwhile in Poland, shale gas is considered as a serious alternative to gas from Russia. The resources estimated in Poland to 5.9 trillion cubic meters, would provide an opportunity not only to energy independence, but also enable the export of fuel.