波兰有限股份合伙企业模式与其他欧洲法律体系的比较

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2024-02-26 DOI:10.1515/ecfr-2023-0036

Anna Moszyńska, Aleksandra Sikorska-Lewandowska, Mariusz T. Kłoda

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引用次数: 0

摘要

自《商业公司法典》（CCC）生效之日起，波兰关于有限股份合伙企业的法规就开始生效。商业公司法》将商业公司分为 "合伙公司" 和 "资本公司"。这两类商业公司分别由不同的规则管辖。波兰《商业公司法典》生效已满二十年，这促使我们对立法机构采用的司法模式进行分析，根据该模式，有限股份合伙公司被归类为合伙公司。在此期间，发生了一些重大事件，使我们有可能验证这种模式的有效性，其中包括波兰加入欧盟（EU），这导致波兰需要在私法（包括商法）和公法（包括税法）领域调整国内法规以适应欧盟法律。为了执行欧洲议会和欧洲理事会于 2019 年 11 月 27 日颁布的第 2019/2121 号指令（欧盟），修订了第 2017/1132 号指令（欧盟）（关于公司的跨境转换、合并和分拆），需要对国内法进行修订，这也是对波兰有限股份合伙企业进行研究的直接动机。

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The Polish Model of a Limited Joint-Stock Partnership in Comparison with Other European Legal Systems

866The Polish regulation concerning a limited joint-stock partnership has been in force since the date of entry into force of the Commercial Companies Code (CCC). The CCC divides commercial companies into “partnerships” and “capital companies”. Each of those two types of commercial companies is governed by separate rules. The completion of twenty years of Polish CCC in force prompts us to analyse the juridical model adopted by the legislature, according to which limited joint-stock partnership is classified as a partnership. During this period, there have been significant events making the verification of the validity of this model possible, including Poland’s accession to the European Union (EU), which has resulted in the need to adapt national regulations to EU law – both in the field of private law (including commercial law) and public law (including tax law). The need to amend the domestic law in connection with the implementation of Directive (EU) 2019/2121 of the European Parliament and of the Council of November 27, 2019 amending Directive (EU) 2017/1132 (as regards cross-border conversions, mergers, and divisions of companies) – is a direct motivation for undertaking research on a Polish limited joint-stock partnership.867

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.