The Act on Criminal Liability of Companies is being processed by the Polish Parliament. The new law can be passed even in March. The companies based in Poland need to be prepared for the new set of regulations in advance because the new law - if we compare it with the existing regulations - significantly extends the list of situations in which companies may be held liable for offences committed by its directors, employees or even subcontractors. The new law also increases the level of statutory fines which can be imposed on companies (the fines will be from PLN 30,000 to PLN 30 million, depending on a degree of misconduct).
The criminal liability of companies is part of the mechanism of preventing and prosecuting economic and fiscal crimes in Poland, including corrupt practices. Regulations in this respect have been in force in Poland for many years (the current legislation was introduced in 2002), but the government has now decided that it is insufficient. Efficient regulations on the liability of companies are very important in view of the international obligations arising from the legal instruments of the European Union, the Council of Europe and the Organisation for Economic Cooperation and Development, which are also binding on Poland. These instruments obligate Poland to put in place a well-functioning liability regime for legal persons and to ensure that such persons can be punished by effective sanctions.
What are the proposed changes?
Under the new law, a company will be held liable for criminal offences directly related to its business activities. The draft law extends the list of entities whose acts or omissions may trigger such liability. Under the bill, the criminal offence does not have to be committed by directors. It is sufficient that the criminal offence is committed by an employee or a subcontractor. Therefore, the new law will give rise to potential serious criminal liabilities for companies - not only as a result of their own directors’ and employees’ actions, but also the actions of others with whom they are associated. Moreover, a company may be held liable for an offence even if a perpetrator was not found guilty as charged. It will be sufficient for the prosecutor to prove that a person performing a particular action for the company committed a criminal offence which gave or could have given a benefit to the company. 
The new law increases also the level of the statutory fines. The courts will be able to impose a fine ranging from PLN 30,000 to PLN 30 million. In special cases, where the company’s activity threatens the security of economic transactions, the court will also be able to order the dissolution of the company.
It is worth mentioning that the fines imposed on the company is not an end of problem. Other sanctions can be imposed on the company if the need arises (such as being disqualified from public contracts or interim ban on certain business operations).
What should be done to limit the risk of criminal liability?
The proper control over the management of a company has never been more needed. Each company should adopt a compliance policy and strictly stick to its terms.
The introduction of compliance policy and adoption of the specific procedures is unavoidable if the company wants to fulfil its regulatory obligations and reduce the risk of criminal liability. This is all the more important as the failure to comply with the law may adversely affect the company’s financial situation, as well as its image and reputation.
Each company should prepare itself and its employees for the new law in advance. The actions to be taken (in the first phase) are as follows:
  1. conducting internal audit to identify and assess potential risks and compliance issues taking into account the company’s areas of activity and possibility of criminal offences,
  1. developing the rules of conduct and guidelines for the company’s management and employees,
  1. appointing a compliance officer responsible for adoption of developed compliance policies and actions to be undertaken in case of potential illegal situations,
  1. conducting special trainings for the employees in order to keep and observe the company’s rules of conduct and adhere to the implemented standards.
The new law will also apply to the liability of the companies for criminal offences committed in the past, provided that the above-mentioned conditions for their liability are met.
Woźniak Legal’s detailed guidance on how these provisions work and how businesses can best mitigate relevant risks is being prepared. As soon as the new law is passed, our detailed guidance will be published.

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