Within the framework of the legal changes provided for in the Friendly Law Pact, the Act on Successive Management has been modified. Since that year, it has been possible to transfer administrative decisions related to it to the buyer of the company, which should considerably simplify the success of these business ventures, for which licences, concessions or permits are the basis of operation.
Start 2020 part of the legal changes provided for in the so-called Friendly Law Pact came into force. In the framework of these changes, the Act on the Management Board was also amended by a succession of natural persons, which entered into force of the Act In November 2018 and has received a positive opinion from entrepreneurs since the beginning.
Current legal status
So far (i.e. to the end 2019), the law did not provide for the possibility of transferring rights and obligations from the decision during the lifetime of their addressee.
Therefore, even if the business was planned to be transferred to successors during the lifetime of the entrepreneur, if the business transferred was based on decisions, concessions, licenses or permits, the transfer of the company may not have been effective in this respect.
The way to ensure the general succession of business was, indeed, the transformation of a company in the form of a single-person business activity into a capital company, but this did not only result in organisational changes but also changes in the way the business was taxed.
Company included in the package with decisions, concessions, licenses or permits
Since the beginning of this year, an entrepreneur may transfer the company with its associated decisions, provided that the new buyer has the status of an entrepreneur, including a legal person, or an organisational unit which, according to the content Article 33(1) Civil code, legal capacity is granted.
On the other hand, the purchaser is entitled to submit to the competent authority within the time limit three months from the date of acquisition of the company, the application to transfer to it decisions relating to the company.
Importantly, during this period three months, all decisions concerning the company are valid, which allows the business to continue smoothly.
Rules on rules for the adoption of administrative decisions
Article 1(3) The Act on the Management of Successive Enterprise of a natural person regulates the rules for the acquisition of concessions, permits, licences and licences issued to an entrepreneur carrying out business activity on his own behalf on the basis of an entry in the CEIDG, in the form of decisions of a public administration, relating to his economic activity, hereinafter referred to as ‘the decisions relating to the undertaking’.
According to Article 45b The acquirer of an undertaking within the meaning of this Chapter shall be the entrepreneur who has acquired an undertaking within the meaning of the contract Article 55(1) Act dated 23 April 1964 - Civil code in its entirety, including a legal person or an organisational unit in question under Article 33(1)(1) the law to which the undertaking has been contributed, if the acquisition of the undertaking occurred directly from:
- • an entrepreneur carrying out an economic activity on his own behalf on the basis of an entry in the CEIDG;
- • an undertaking carrying out an economic activity on its own behalf on the basis of an entry in the CEIDG and its spouse;
- • business partners in a civil partnership.
However, according to Article 45c The law of the purchaser of the undertaking may submit to the public administration which issued the decision relating to the undertaking a request for its transfer to it within the time limit three months from the date of acquisition of the company. The public administration authority which issued the decision relating to the undertaking shall, by decision, transfer the decision relating to the undertaking to the buyer of the undertaking by amending the decision relating to the undertaking in respect of its addressee, if:
- • the conditions laid down in the separate rules for obtaining that decision are fulfilled;
- • the buyer of the company will submit documents demonstrating compliance with the conditions in question Under point 1;
- • the buyer of the undertaking declares that he accepts all the conditions contained in that decision and undertakes to carry out his obligations;
- • the buyer of the company shall submit in writing the approval of the other purchasers of the company to transfer to it the decision relating to the company, where the company has acquired several persons.
Changes that entered into force from 1 January 2020, be evaluated positively. The buyer of the company was given the opportunity to continue its business smoothly without having to re-establish the necessary decisions for the continued efficient conduct of the acquired business.
Author: Michał Wasilenko
Lawyer, Senior Associate in the Legal Department, member of the Bar Association in Lublin, graduate of the Faculty of Law and Administration at Maria Curie-Skłodowska University in Lublin. He specializes in commercial and civil law law.