Newsletter

Dear Readers,

In the December issue of our newsletter, we draw your attention to the proposed changes for employers related to salary transparency and the provisions of the Labour Code coming into force on Christmas Eve, introducing new obligations for employers in the area of employee recruitment. In addition, we present the most important changes planned in the amendment to the Commercial Companies Code, which is currently at the parliamentary stage.

We hope you enjoy reading this newsletter, and on the occasion of the upcoming Christmas holidays, we wish you much joy and a wonderful time spent with your family,

WBW Team

Implementation of the Directive on transparency of remuneration

Aleksandra Urbańska, attorney-at-law 

The Ministry of Labour and Social Policy has published the assumptions and objectives of a new act that is to comprehensively implement the EU Directive on the transparency of remuneration (2023/970) into the Polish legal system.

Clarification of current regulations

The current provisions of the Labour Code ensure the principle of equal pay for work of the same type only at a general level, while the lack of transparency of remuneration systems, difficulties in providing evidence and the lack of standards for evaluating work mean that this right is not effectively enforced. The new regulations are intended to change this situation by introducing information, reporting and organisational obligations on the part of employers and strengthening the procedural position of employees.

Key changes for employers

The Act will require all employers to have a transparent pay structure based on objective, gender-neutral job evaluation criteria such as skills, effort, responsibility and working conditions. Employees will have the right to access information on the rules for determining and increasing remuneration, and job applicants must be informed of the starting salary or salary range at the recruitment stage. Each employee will also be able to request data on the average remuneration of women and men in a given category of employees performing the same or equivalent work.

Employers with at least 100 employees will be required to produce regular reports on the pay gap, including differences in basic and variable pay, the gender distribution in pay bands and data on specific categories of employees. The reports will be made available to employees and supervisory authorities and published in part by the monitoring authority. If unjustified pay differences exceeding 5% are found in any category of employees, the employer will be required to conduct a joint pay assessment with employee representatives and identify corrective measures.

Penalties for non-compliance

The Act will also strengthen enforcement by introducing stricter measures to protect employees and reversing the burden of proof in disputes over unequal pay. The Act will also provide for financial penalties ranging from PLN 2,000 to PLN 60,000 for, among other things, failure to evaluate work, failure to comply with reporting obligations or obstruction of access to information. The supervisory and support role will be performed by the equality body, the monitoring body and the National Labour Inspectorate, which will be responsible for analysing data, supporting employers and intervening in cases of violations.

The Act is to be adopted in the second quarter of 2026.

Amendments to the Labour Code concerning recruitment advertisements and the disclosure of salary ranges

Antonina Godlewska, legal trainee

On 24 December 2025, new provisions of the Labour Code implementing the EU directive on pay transparency will come into force. Although they are sometimes presented as a “revolution”, in practice their significance is much more moderate, especially with regard to the obligation to disclose salaries.

Gender-neutral job advertisements

The new provisions introduce an obligation to formulate job advertisements in a gender-neutral manner. Advertisements suggesting the gender of the candidate (e.g. “management assistant” or simply “specialist”) will be unacceptable.

Acceptable forms include:

• “specialist”,
• “assistant,”
• “person responsible for …”,
• or “mechanic (female/male)”.

It should be emphasised that this obligation applies only to recruitment advertisements. The Ministry of Family, Labour and Social Policy has confirmed that employers do not have to change job titles in internal documents – the decision in this regard remains at their discretion.

Salary ranges – not necessarily in the advertisement

Contrary to popular opinion, employers will not be required to specify salary ranges in job advertisements. Information about the remuneration (or its range) must be provided to the candidate at the latest before the employment relationship is established, so that informed negotiations are possible.

Penalties for violating the regulations

Violation of the new obligations may result in the employer being found to be in breach of the principle of equal treatment, so a candidate who considers themselves to have been discriminated against may seek compensation in court under Article 18^3dof the Labour Code.

Changes concerning shares and shareholder registers at the parliamentary stage

Sebastian Michalak, senior lawyer

In our March Newsletter, we wrote about the main assumptions of the government’s draft amendment to the Commercial Companies Code, which was intended to abolish the traditional division of shares into registered and bearer shares. At the end of November, the draft bill was submitted to the Sejm, so it is worth noting the most important changes brought about by the amendment, which is likely to be adopted at the beginning of 2026. 

Changes concerning the register of shareholders

One of the significant changes introduced by the new regulations is increased control by registry courts over companies’ implementation of the principle of share dematerialisation. In this context, the bill introduces an obligation to report to the National Court Register (KRS) and disclose in the register information about the conclusion of an agreement to maintain a register of shareholders with a specific brokerage house. It should also be noted that the deletion of a limited joint-stock partnership, a simple joint-stock company or a joint-stock company from the National Court Register will require the submission to the registry court, together with the application, of a list of shareholders from the register of shareholders.

Another change worth noting is the tightening of the form required for the consent of a shareholder disposing of their shares to enter a change in the register of shareholders. The previous practice was to include such consent in a contract (i.e. a sale, pledge or other contract constituting the basis for disposal) drawn up in ordinary written form, which was sufficient for the purchaser or pledgee to make an entry in the register of shareholders on their own. The new regulations will require the signature on such consent to be notarised or submitted in the presence of a brokerage house employee, or the use of an electronic signature (qualified, trusted or personal). The lack of such consent will result in a prolongation of the already lengthy and overly complicated procedure of entry in the register of shareholders, which determines the legal effects of the disposal, as the brokerage house will be obliged to notify the shareholder of the planned entry.

Abolition of the division into registered and bearer shares

The amendment is also intended to equalise the nature of all dematerialised shares. The existing differentiation between shares was historically linked to the almost uncontrolled trading of this type of shares. The introduction of the principle of dematerialisation and the entry of shares in the register of shareholders meant that the function of bearer shares became purely symbolic, so the proposed changes are an obvious consequence of this.

However, it is important to note that preference shares, which are restricted in terms of transferability (e.g. by requiring the company’s consent) or encumbered with non-monetary obligations towards the company, will have to be designated in the articles of association as a separate series from ordinary shares. This will allow for the trading of shares to be organised and for those shares that differ from the others in the above-mentioned respects to be identified. Interestingly, however, shareholders holding preference shares will be able to request the conversion of their shares into non-preference shares without the need to amend the articles of association, unless the articles of association provide otherwise.

Legislative work on the bill is underway in the Sejm under document number 2027. The new regulations are planned to come into force 12 months after their announcement.