Newsletter

Dear Readers,

In the January edition of our newsletter, we draw attention to the upcoming obligation for entrepreneurs to set up an e-Delivery mailbox. We also highlight significant changes in regulations for listed issuers, related to the simplifications in conducting public offerings, as well as the proposed implementation of EU regulations concerning gender parity in corporate bodies.

Enjoy your read,

WBW Team

Mandatory e-Deliveries for entrepreneurs are now in effect

As of January 1, 2025 every new entity that registers its business in the Central Register and Information on Economic Activity (CEIDG) or in the National Court Register (KRS) is required to set up an e-Delivery mailbox. This is particularly significant because entrepreneurs will be obliged to exchange correspondence with authorities through this address, and messages and documents sent in this manner will have the same status as a “traditional” registered letter with acknowledgment of receipt.

The obligation to establish an e-Delivery mailbox will soon also apply to entities registered in the CEIDG and the KRS before January 1, 2025. For sole proprietors, having an e-Delivery address will be mandatory starting October 1, 2026; however, after June 30, 2025, the submission of any application for updating entries in the CEIDG will also require the creation of an e-Delivery mailbox. Meanwhile, entities entered into the KRS must set up the e-Delivery mailbox until April 1, 2025.

Patryk Halczak, attorney-at-law

Simplifications for securities issuers

On December 4, 2024, the first part of the Listing Act came into force. The Act is an EU regulation introducing changes to the rules for conducting public offerings of securities and requirements regarding the management of confidential information by public companies. The aim of the new provisions is to facilitate the process of capital raising for small and medium-sized enterprises and to create a more coherent regulation for public offerings.

Key areas of change

The EU legislator has removed the previous threshold of €1.000.000 over a 12-month period for public offerings, which determined the application of the Prospectus Regulation to a given public offering. As of last month, every public offering is thus subject to the provisions of the EU regulation. 

At the same time, the exceptions to the requirement for preparing a prospectus have been expanded, which now include cases of Secondary Public Offerings (SPO), as well as the admission to trading on a regulated market of securities identical to those that have already been admitted, and the admission of shares resulting from the conversion, exchange, or exercise of rights from other securities. 

Instead of a prospectus, the offering parties or issuers will be required to prepare and publish an 11-page informational document.

Further changes in 2026

The Listing Act also introduces additional changes that will come into effect in 2026. The most important of them include: 

– a new limit on the length of the prospectus related to shares, up to 300 A4 pages, 

– changes in the definition and management of confidential information, 

– an increase in the threshold for so-called insider transactions that require reporting.

Daria Pawlak, paralegal

Sebastian Michalak, associate

Gender parity obligations for management and supervisory boards

The introduction of gender parity in management and supervisory positions in publicly traded companies is one of the key elements of the European Union’s strategy for promoting equality and sustainable development. The new regulations, resulting from the EU Directive “Women on Boards” (Directive (EU) 2022/2381 of the European Parliament and Council), impose legal obligations on companies, while simultaneously providing various business advantages.

New legal regulations: key information

According to the draft bill aimed at implementing the directive, by June 30, 2026, large publicly traded companies in Poland will be required to ensure that members of underrepresented gender occupy at least 33% of all positions on management and supervisory boards combined. In addition to achieving the stipulated parity, companies will also be obliged to adopt and publish a hiring policy that includes the principles of the candidate selection process for the company’s bodies. The Financial Supervisory Authority will be responsible for monitoring compliance with the new regulations and imposing financial penalties in case of violations. The draft bill stipulates that penalties may amount to as much as 10% of the total annual revenue.

Gender parity as part of a sustainable development strategy

Gender diversity is a key element in the ESG area, which is gaining importance in the assessment of companies by investors. For many major players in the capital market, such as BlackRock and State Street, gender diversity is not only a social aspect but also an indicator of management effectiveness and sustainable development. Companies that promote gender balance often achieve higher ESG ratings, making them more attractive to investors and funds.

Martyna Kotleszka, paralegal