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Regulations on combating payment backlogs and new rights of the UOKiK President enter into force on 1 January 2020

The new regulations meant to combat payment backlogs will enter into force on 1 January 2020 under the Act of 19 July 2019 on Amendments to Selected Other Acts (Ustawa z dnia 19 lipca 2019 roku o zmianie niektórych ustaw w celu ograniczenia zatorów płatniczych). The regulations will introduce shorter payment deadlines in transactions in which the creditor is an SME, and the debtor is a non-SME (asymmetrical transactions).

The amended laws aim to award stronger legal protection to small enterprises (having a weaker market position) doing business with large enterprises, and improve financial liquidity on the market by facilitating the recovery of debt from large enterprises.

The key implications of the amendments have been discussed below.

Shorter payment deadlines

The new regulations introduce a ban on payment deadlines exceeding 60 days in transactions where the creditor is a SME. Where the debtor is a public entity, the payment deadline is reduced to 30 days (except for debtors which are medical facilities, in which case the payment deadline is 60 days).

According to the regulations, parties to a transaction will be allowed to agree on a payment deadline longer than 60 days, however, only in the case where such extension is not grossly unfair to the creditor and concerns a contract made by non-SME with SME. The burden of proving that a deadline longer than 60 days is not grossly unfair to a creditor lies with the debtor. This solution is designed to deter debtors from pushing for excessively long payment deadlines and lead to reduction of payment deadlines used in business transactions.
Where the payment deadline is longer than 120 days (counted from the delivery of invoice for a given product or service to the debtor) and is grossly unfair to the creditor, the creditor will have the right to terminate or rescind the agreement.

New obligations of large enterprises

Under the new regulations, by 31 January large enterprises will be obligated to prepare an annual report of payment deadlines used in business transactions made in the previous calendar year and provide it electronically to the Minister of the Economy. The obligation covers tax capital groups (irrespective of revenue generated), as well as entities not in tax capital groups with over EUR 50m in revenue in the previous fiscal year.

Moreover, non-SME will be also obligated to provide their contractors with a statement of large enterprise status no later than upon contract execution. The form of the statement should be consistent with the form of given transaction. A large enterprise failing to provide the report and statement is liable to a fine.

New rights of the UOKiK President

Under the new regulations, the President of UOKiK (Office of Competition and Consumer Protection) has new rights, including the right to:
asses the likelihood of excessive payment delay of an enterprise;
– open ex officio proceedings against non-public entities in delay with payment to contractors;
– impose a fine on an enterprise, where overdue payments, as well as payments settled with delay exceed (in total for 3 consecutive months):
• PLN 5m in 2020-2021;
• PLN 2m from 2020.

Data necessary for the assessment of likelihood of delay will be obtained by the UOKiK President from the Head of the National Revenue Administration, however, such assessment may be requested by anybody (also a non-enterprise) suspecting that a given enterprise fails to pay its contractors.

Payment delay fines

A fine for payment delay is equal to the sum of fines imposed individually for each overdue payment or payment settled with delay which was due during the period covered by proceedings, excluding payments the deadline of which expired 2 years prior to the opening of the proceedings. The individual fines referred to above are calculated based on the formula specified in the act:

IF = PV × n/365 × SI

Where IF is the individual fine, PV is the value of overdue payment or payment settled with delay, n is the number of days of delay, and SI is statutory interest rate.

How to avoid getting fined?

In certain situations, the UOKiK President will have the discretion to choose whether or not to fine an enterprise, giving it only an official warning instead. Official warning may be given in the following situations:

– where the value of overdue payments or payments settled with delay by a party to the proceedings, for which individual fines would be imposed, does not exceed or is equal to the value of payments not received or received with delay by the party to the proceedings during the period covered by the proceedings (when calculating the value of payments not received or received with delay, the payments the deadline of which expired 2 years before the opening of the proceedings are not taken into account);
– where excessive delay is caused as a result of force majeure;
– in other justified circumstances.

As a result of the new regulations, a new unfair competition act – unreasonable extension of payment deadlines related to delivered products or rendered services – was included in article 3 section 2 and article 17g of the Act on Combating Unfair Competition of 16 April 1993 (Ustawa z dnia 16 kwietnia 1993 roku o zwalczaniu nieuczciwej konkurencji) and article 7 section 3 subsection 4 of the Act on Combating Unfair Use of Contractual Advantage in Agricultural Products and Food Transactions of 15 December 2016 (Ustawa z dnia 15 grudnia 2016 r. o przeciwdziałaniu nieuczciwemu wykorzystywaniu przewagi kontraktowej w obrocie produktami rolnymi i spożywczymi). What is more, under the new law, a creditor who was not paid on time will have the right to deduct the sum stated in the invoice in question from taxes, which may result in the increase of the debtor’s taxable amount.

The amended regulations are lawmakers’ attempt to offer stronger legal protection to SME, who otherwise have no other choice but to wait for payment from large companies for months on end. The new rights vested in the UOKiK President and severe fines herald further changes in the range of tools available to prevent large enterprises from abusing their market position and running business at the expense of small enterprises.

If you are interested in getting further details of the changes discussed above, please feel free to get in touch with us.


Anna Sawaryn
Attorney-at-law / Senior Associate
+48 22 420 59 59

Marta Pomykaj-Jamiołkowska
Trainee Attorney-at-law / Associate
+48 22 420 59 59

act BSWW advises Echo Investment on purchase of real estate in connection with development of office project in Wrocław

The construction of MidPoint71, Echo Investment’s office building in Wrocław, has kicked off. It is one of several of the developer’s projects in this city. The building, covering close to 37k m2 of modern office space, is located at Powstańców Śląskich Street.

After this year’s launch of West 4 Business Hub (office project), Echo Investment obtained a construction permit in respect of another office building, to be erected at Powstańców Śląskich 9 in Wrocław. Centrally located and elegantly designed, the MidPoint71 project offers a modern working place and well-thought-out common spaces.

The project will soon become a part of Wrocław’s landscape. It will feature a unique and striking façade covering the first 6 of the 14 floors of the building, as well as numerous terraces, adding further recreational spaces for tenants.

The building’s ground floor will feature services, a restaurant and convenient common spaces which may be used for casual meetings or breaks at work.

The building occupants, as well as Wrocław residents will be also able to enjoy attractive and carefully designed area surrounding the building.

act BSWW has advised on the purchase of land, where the MidPoint71 project is to be implemented, providing a full range of transaction-related services (including a due diligence audit of the land lot).

Michał Wielhorski (Managing Partner), supported by Mateusz Prokopiuk (Senior Associate) led the team handling the transaction.

“We are happy to work with Echo Investment on the MidPoint71 project, which is one of several land acquisitions by the Client we advised on, including the unique mixed-use project in Łodź called Fuzja, which is meant to return the buildings and area of the former Scheibler’s factory to Łódź residents,” said Michał Wielhorski.

The developer promotes the project under the slogan “Hit the point – MidPoint71,” relying on the building’s excellent location. “MidPoint” is a reference to city center, while “71” is taken from Wrocław’s city code to stress the spirit of Wrocław that the place is designed to embody.

A short video of project implementation is available here.

New Obligation for Public Companies: Adoption of Compensation Policy

Companies with at least one share admitted to trading on a regulated market are now required to pay compensation to management board and supervisory board members exclusively on the basis of adopted compensation policy.

What Will Change?

On November 30, 2019, a law was enacted which amended the Act on Public Offer and Terms of Introduction of Financial Instruments to Organised Trading, and on Public Companies and Selected Other Acts [Ustawa o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz niektórych innych ustaw] (Journal of Laws/Dz. U. 2019.2217).

Under the new regulations, public companies seated in Poland with at least one share admitted to trading on a regulated market, are now required to adopt a compensation policy. The compensation of management board and supervisory board members must be paid in compliance with such policy.

What is Compensation Policy?

The lawmakers expect that a compensation policy will facilitate implementation of a company’s business strategy and achievement of long-term goals, as well as improve stability. The policy should explain various factors, both financial and non-financial, and define rules driving the compensation of management board and supervisory board members.

Whose Obligation Is It to Adopt Compensation Policy?

The obligation to adopt a compensation policy lies with the company shareholders’ meeting. A relevant resolution should be passed by June 30, 2020, so companies may hold off adopting a policy until the next annual shareholders’ meeting for 2019, with no need to convene an additional meeting especially for this purpose. Further resolutions on a compensation policy must be passed at least every four years so as to ensure that the document stays up-to-date and reflects market conditions and the financial standing of the company.

Are There Any Exceptions?

Pursuant to the Act, it is possible to derogate from the compensation policy temporarily in the case where such derogation is necessary to meet long-term goals and ensure company’s financial stability or viability. The procedure to be applied in the abovementioned circumstances must be specified in the compensation policy, whereas the authority to decide that a derogation is necessary lies with the supervisory board.

Compensation Reports

A company supervisory board will be also required to prepare a compensation report every year, with the first one covering 2019 and 2020 collectively, as an option. A compensation report should contain a detailed overview of compensation paid over the past financial year, with respect to each management board and supervisory board member separately. The supervisory board is required to provide information such as the total compensation of supervisory board members, state if the compensation complies with the compensation policy adopted and explain how it contributes to achievement of company’s long-term financial goals. The report should be published on the company website and be available there for at least 10 years.

The report should be examined by an auditor, with the shareholders’ meeting required to adopt a resolution approving the compensation report.


A company which evades preparing or publishing a compensation policy, as well as including in the policy false information or failing to include the information required is liable to a fine.
If you have any questions regarding a compensation policy, let us know.


Piotr Wojnar
Attorney-at-law/ Managing Partner  
+48 22 420 59 59

Jacek Bieniak
Attorney-at-law / Managing Partner
+48 22 420 59 59

Marta Podskarbi
Attorney-at-law / Senior Associate
+48 22 420 59 59

Ewa Bieniak
Attorney-at-law / Of Counsel
+48 22 420 59 59