Introduction to Private Law

Basic notions of commercial law

Dr. BARTOSZ KUCHARSKI ADVOCATE

bartosz.kucharski@adwokatura.pl
 Table of Content
Legal and Sources and Notion of Economic Activity

Basic principles of carrying and undertaking on busines activity

Notion of Etrepreneur

Kinds of Entrepreneurs

Registration of Enrepreneurs

Consumers

Representation of Entrepreneurs

Names of Entrepreneurs

Commercial Law
Fundamentals Notions LEGAL SOURCES
Shareholders
AND NOTION

Economic Activity
Legal Sources
Constitution of Poland (art. 20 i 21)
Act of 2 July 2004 on freedom of economic activity, sometimes
called a constitution of economic activity in Poland (art. 2 22)

Notion
Activity having a certain subject
(manufacturing, construction, trading, provision of services
and prospecting, identifying and mining of minerals in deposit,
as well as professional activity)
Profit making activity,
Activity conducted in organised and continuous fashion

Commercial Law
Fundamentals Notions BASIC
Shareholders
PRINCIPLES

Economic Activity
1) Freedom of economic activity

2) Equality of enterpreneurs

3) Supporting enterpreneurs by state

4) Respecting interests of entrepreneurs by state

5) Self responsibility for debts

6) National treating of foreigners

7) Fair competition and due respects for good practices

Commercial Law
 RESTRICTIONS

Restrictions to freedom of economic activity

Registration
Concessions
Permits, Licenses, Permissions
Formal Regulated Activity

Requirement of professional qualifications

Police and administrativeve conditions
A duty to make payments via bank account
Material

Commercial Law
Notion Types NOTION
Comparison AND FEATURES
Relations

Enterpreneur
natural person, legal person, and deprived of legal personality organisational unit
having legal capacity under provisions of separate Act,
conducting economic activity on its own behalf
LEGAL CAPACITY: natural person, legal person, and deprived
of legal personality organisational unit
CONDUCTING ACTIVITY
manufacturing, construction, trading, provision
HAVING CERTAIN SUBJECT:
of services and prospecting, identifying and mining
of minerals in deposit, as well as professional activity

PROFIT MAKING ACTIVITY: Purpose of the entrepreneur, but if that purpose

CONTINUOUS ACTIVITY:
ORGANISED FORM OF ACTIVITY
CONDUCTING ACTIVITY
IN HIS OWN NAME
is not achieved and the activity brings only losses
it is still profit making activity
Does not mean without any intervals
the activity could be only seasonal
Chose a legal form of activity etc.
Effects of the activity are realised in his own legal sphere.
He is no sb else proxy, although may use proxies
 KINDS

Kinds of entrepreneurs
Natural persons
Legal persons - organisations given explicitly the legal personality
Legal Quasi Legal persons organisations lacking legal personality
capacity but having legal capacity under provisions of separate acts

Entrepreneurs stricto sense economic activity is a main purpose

Main Entrepreneurs not for profit economic activity is only secondary purpose
purpose

Micro - employment less then 10 person, turnover less than 2 mln Euro
Small - accordingly 50 persons, 10 mln Euro
Medium - accordingly 250 persons, 50 mln Euro
Size Others - not meeting the above criteria

Commercial Law
 REGISTRATION

Registration of entrepreneurs
Register of Entrepreneurs within National Court Register
kept in information technology system by district courts
Legal persons (registration courts)
store and furnish the data related to orgainsation entered in the Register
Quasi legal Basic rules: oppeness, supposition of the accuracy of the data,
persons presumption of good faith

Central Economic Record and Information

kept in information technology by Minister of Economy
store and furnish the data related to entrepreneurs being natural persons
Natural persons

Commercial Law
Fundamentals Notions
CONSUMERS
Shareholders
AND THEIR PROTECTION

Entrepreneurs vs Consumers

Notion of Consumer

natural person who undertakes legal act with enterpreneur in the purpose
which is not directly connected with his economic or professional activity

Ways of protection of Consumers in relation to Entrepreneurs

Against imposing unfair contract terms (Code Civil)

Against inaccordance of the thing bought with the contract
In case of sale out of premises of the enterprise and sale on distance
Against unfair market practices

Commercial Law
Fundamentals REPRESENTATION
Notions OF ENTREPRENEURSGoverning Bodies
Shareholders

Ways of Representation
Natural persons
Acting on their own or by proxies

Legal persons
Acting through bodies management board

Quasi legal persons

Acting through members (partners)

Commercial Law
Fundamentals REPRESENTATION OF ENTREPRENEURSGoverning Bodies
Shareholders
Notions

Basic distinctions
INTERMEDIATION AND REPRESENTATION

STATUTORY AND MANDATORY REPRESENTATION

REPRESENTAION (EMPOWERMENT) AND THE CONTRACT BEING ITS BASIS

DIRECT AND INDIRECT REPRESENTATION

NORMAL AND COMMERCIAL REPRESENTATION

Commercial Law
 Notion Types REPRESENTATION OF ENTREPRENEURSDifferences
Comparison
Relations

Normal and Commercial Power of Attorney

No Difference Normal power of attorney Commercial power of attorney

1. Principal Everybody Entrepreneurs only

2. Scope of empowerement Determined by the principal Strictly determined by law

3. Limitation Possible Impossible

4. Transferability Possible in certain cases Impossible

5. Form In general any form Written on the pain of nullity

Commercial Law 02-03-2012

Fundamentals Notions NAME OF
Shareholders
ENTREPRENEUR

Business name
Notion
name under which an entrepreneur operates protected in a special way
a right to business name has mixed proprietary and personal character
Principles of business name law
Openess, Accuracy, Exclusivity, Unity, Continuity, Untransferability

Structure of business name (elements)

Body, Obligatory additions, Facultative additions

Protection
Action to cease the activity which threatened the entrepreneur business unless it is not illegal,
Action to remove the effects of the infringement,
Action to make a statement or statements of an appropriate content and in appropriate form,
Action for damages on general rules
Action to hand over the profits gained by the perpetrator

Commercial Law
Fundamentals Notions Shareholders Governing Bodies

End of Presentation

Thank you for your attention

Dr. BARTOSZ KUCHARSKI

bartosz.kucharski@adwokatura.pl

Commercial Law