Posted on Categories changes in law

Websites of private joint-stock company or joint-stock limited partnership

Does a company or limited partnership have to have its own website? Does it have to operate the site itself? What information must be posted there? Practical pointers under the amended Commercial Companies Code

An amendment to the Commercial Companies Code entered into force at the start of 2020, imposing on joint-stock companies and joint-stock limited partnerships an obligation to operate a website and to post certain information there for stockholders (as we previously reported here).

Although the new regulation applies to all joint-stock companies, in practice it changes little for public companies, which were already subject to much more extensive requirements, and thus we do not discuss public companies further in this article.

The new regulation should be examined more closely, as it has generated (probably unintentionally) certain doubts as to what the new obligation entails.

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Posted on Categories blockchain, changes in law

Can PSA shares be tokenised?

On 1 March 2020, the regulations on the simple stock company (PSA) will come into force. They will make it possible to keep a register of shareholders of such companies using blockchain technology. For some, this is a minor technical regulation, while for others it is a truly revolutionary breakthrough in the legal system, enabling tokenisation of shares in Polish companies. How will it really be?

In the summer of 2018, we had the opportunity to participate in the analysis of the draft PSA regulations by the Coalition for Polish Innovation. The provision on the possibility of maintaining a PSA’s register of shareholders using a dispersed and decentralised database was unexpectedly included in the draft and immediately met with considerable interest. It was a complete novelty in the Polish legal system. The surprise was all the greater as, at the same time, we observed the first activities of regulators aimed at limiting uncontrolled development of blockchain technology.

The provision allowing a register of PSA shareholders to be maintained on blockchain is not as revolutionary as it seems. We are a long way from full tokenisation and decentralisation of PSAs. This is determined by other PSA provisions showing much more attachment to traditional legal institutions. Nevertheless, this provision opens up a lot of new possibilities and creates space for interesting legal experimentation with blockchain technology. It is worth taking advantage of this opportunity to create solutions that in the future will encourage regulators and lawmakers to open up the legal system more courageously to the technology of decentralised registers.

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Posted on Categories changes in law

Another attempt to capture the essence of digital money

The bill to amend the Criminal Code currently being processed (Sejm print no. 3451) is generating lots of controversies. For persons involved in FinTech, the draft of the proposed new Art. 279a of the Criminal Code is particularly interesting. It is another attempt to define new forms of commission of offences on financial markets for purposes of the criminal law. This attempt once again demonstrates what a difficult task faces lawmakers.

The problem is not new. Progress in digitalisation is accompanied by dynamic growth in various types of digital assets. The law does not keep pace with this development, and consequently is unable to ensure adequate protection to participants in digital economic exchange. This makes it necessary to adapt the existing regulations to suit the realities of the new economy.

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Posted on Categories blockchain, changes in law

Clear path for trusted technologies in Liechtenstein

The Principality of Liechtenstein will become one of the first countries with its own act on trusted technologies, approved by the Liechtenstein parliament at the first reading on 6 June 2019.

As reported by local newspapers Volksblatt and Liechtensteiner Vaterland, the parliament of this small Alpine state approved a new act on trusted technologies, and Prime Minister Adrian Hasler and his team thus achieved their aim. For nearly two years the government of Liechtenstein has been working on ensuring that the country becomes a global pioneer in blockchain technologies.

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Posted on Categories changes in law, privacy/personal data protection

Is Poland’s catalogue of data processed for providing electronic services consistent with the GDPR principle of data minimisation?

On 3 April 2019 the President of Poland signed into law the GDPR Implementation Act (full name: Act Amending Certain Acts to Ensure Application of the General Data Protection Regulation). Among several issues addressed controversially in the GDPR Implementation Act are the requirement to express consent to profiling and the catalogue of types of personal data that may be processed by suppliers of online services. This catalogue is set forth in Art. 18(1) of the Electronic Services Act. The original draft of the GDPR Implementation Act provided for repeal of that section, but during the course of legislative work on the act it was decided to leave the catalogue in place. This solution may conflict with the GDPR.

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Posted on Categories changes in law, e-commerce

Ban on unjustified geo-blocking and other forms of discrimination now in force

Just before the most intensive holiday online sales period, businesses need to implement changes ensuring customers have equal access to goods and services regardless of their nationality, place of residence or place of business. From 3 December 2018, the Geo-blocking Regulation (2018/302) applies throughout the European Union.

We wrote about this proposal earlier (text only in Polish), but due to the commencement of the bans and changes to the adopted final regulation, we come back to the subject.

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