The Company Law of 2020 was a significant step towards harmonization with European practices. However, practice has shown the need for greater precision, more efficient management models, and additional protection of shareholder rights and public interests. The new law, effective 1 January 2026, introduces amendments.
Below are some of the key changes:
Management of the Company
In a one-tier management system for joint-stock companies, the members of the Board of Directors can be both executive and non-executive directors. The Board of Directors of a public joint-stock company must have a majority of non-executive directors. A joint-stock company may have a single director instead of a Board of Directors. The roles of General Director and Independent Director are also introduced through new law.
A public joint-stock company considered a large legal entity according to accounting regulations must ensure that the underrepresented gender accounts for at least:
- 40% of the total number of non-executive directors on the Board of Directors, or 40% of the members of the Supervisory Board; or
- one-third of all director positions, including both executive and non-executive directors.
Co-optation
If the number of members on the Board of Directors or Supervisory Board falls below the number prescribed by the company’s statute, and there are no substitutes, the remaining members can appoint someone to act as the missing member until a new member is appointed by the General Assembly of the joint-stock company (co-optation), unless otherwise stipulated in the company’s statute.
Cross-Border Mergers
A legal framework for cross-border mergers is introduced, in line with EU directives (Directive (EU) 2017/1132).
Minority Shareholder Rights
Strengthened protection: rights to information, the right to convene the General Assembly, the obligation to publish materials, and greater transparency.
Additional Contributions in LLCs
Members of the company can make decisions that, in addition to contributions, obligate them to make additional payments to the company. These additional contributions are proportional to the value of each member’s share. Additional contributions do not increase the company’s share capital and can only be made in cash.
Transitional Provisions and Deadlines
The law applies from 1 January 2026, with clearly defined exceptions for processes initiated before that date.
Company Statutes and Acts
Commercial companies and entrepreneurs registered in the Central Register of Business Entities (CRPS) before the law’s application must align their organization and operations with the new law and register changes in the CRPS within three months from the law’s application date.
Joint-stock companies with ordinary shares of different nominal values must harmonize these shares to standardize nominal values within one year from the law’s application date, while maintaining proportional participation in the total number of shares. Public joint-stock companies must ensure gender representation in management bodies by 30 June 2026.
Digitalization and Electronic Voting
Simplified rules for electronic meetings and voting, particularly for joint-stock companies.
Register and Registration
Aligned with the new E-Government Law, complete digital company formation and changes are now possible.
WHAT DO COMPANIES NEED TO DO?
– Reassess: the composition and responsibilities of management bodies
– Align: organization and operations with the new law and register changes by 31 March 2026
– Educate: management on new obligations and responsibilities
– Digitize: enable electronic meetings and voting
CONCLUSION
The new law marks a significant shift in the approach to management and control of commercial companies, particularly those in public and state ownership. Its success will depend on practical implementation, process transparency, and institutional support.
Recommendation: If your company operates as a joint-stock company (AD) or limited liability company (DOO), it is recommended to conduct a legal impact analysis, review the statutes, and consult with legal advisors by the end of 2025 at the latest.
The information in this newsletter does not constitute legal advice on any particular matter and is provided for general informational purposes only.
