On 31 July 2015 the president signed a law amending the Civil Code and the Code of Civil Procedure. Whereas in our eAlert of 12.08.2015 we highlighted the most important changes made to the Code of Civil Procedure, below we present the changes to the Civil Code, which ensure that it meets current business requirements and introduce a broad definition of what constitutes a document. The requirements for concluding and terminating contracts are also liberalised.
The main changes to the Civil Code are as follows:
- definition of a document. According to the new definition, a document is a carrier of information that makes it possible to become acquainted with its contents. Therefore, the definition of a document includes two elements: information – i.e. content covering various kinds of statements, including statements of will – and the medium on which the information is recorded. Under this broad definition the content of a document can be freely disclosed, not only by way of text but also through video or audio recorded on any medium (e.g. paper or electronic file), and by any means (pen, computer, mobile phone). It should be noted that under the new definition a document does not need to include a signature.
- a new form of legal actions, i.e. document form. It will now suffice to make a statement of will in a document (under the new definition it does not have to contain a signature) in a way that makes it possible to become acquainted with its contents. This change creates a legal framework for forms of documentation which are already widely used in business (e-mail or SMS), and because of the rapid development of new technologies, are constantly gaining importance. It will also help streamline and accelerate the performance of legal actions, while allowing the use of documents (in the new sense) as evidence in legal proceedings. The improvement in business operations will be achieved in particular via a new rule, according to which termination, withdrawal, or notice of contracts concluded in written, documentary or electronic form, requires only the liberalised document form.
- the proper application of the rules on statements of will to other statements, e.g. to statements of feeling or knowledge. These include various kinds of notifications and information provided for by the law, e.g., notifications of physical defects or notifications of the assignment of receivables. Statements of knowledge also occur in the context of public procurement proceedings, for certifying that contractors meet various types of criteria. This change means that such statements will have to be made by persons authorised to make such representations, or in the case of companies, by persons entered into the National Court Register. This could cause some problems, especially where there are numerous representatives.
- changes to loan agreements. Under the new rules, loan agreements with a value exceeding PLN 1,000 must be made in document form. Thus the loan quota threshold requiring this form has been slightly increased (from PLN 500) and the form of its conclusion has been liberalised – in place of the current “written statement” a new “document form” has been introduced.
- changes in the provision allowing parties to choose the currency in the case of liabilities denominated in foreign currencies. This gives the debtor the opportunity to choose the currency of monetary obligations enforceable in Poland. Another change is that if a debtor is in default with payments in a foreign currency, the creditor may require payment in Polish zlotys and has the right to choose the exchange rate – from either the maturity date or the payment date. Currently the creditor is entitled to such right only in the case of default, i.e. a culpable delay of the debtor.
The law is currently awaiting publication in the Journal of Laws. It will enter into force 12 months after publication.