Act of May 30, 1989, on Chambers of Commerce

Article 1
Entrepreneurs may associate in chambers of commerce operating on the basis of this Act and their statutes.

Article 2
A chamber of commerce is an organization of economic self-government representing the economic interests of the entrepreneurs associated in it, in particular vis-à-vis public authorities.

Article 3
Chambers of commerce shall shape and promote ethical principles in economic activity and, in particular, shall develop and improve standards of fair dealing in commercial transactions.

Article 4

1. A chamber of commerce shall be entitled to express opinions on draft solutions relating to the functioning of the economy and may participate, on the principles laid down in separate provisions, in the preparation of draft legal acts in this field.
2. A chamber of commerce may assess the implementation and operation of legal provisions concerning the conduct of economic activity.

Article 5

1. A chamber of commerce shall independently define in its statute its tasks within the limits of the competence specified in Articles 2–4.
2. In particular, a chamber of commerce may:
   1. contribute to the creation of conditions for the development of economic life and support the economic initiatives of its members;
   2. support, in cooperation with the competent educational authorities, the development of vocational education, promote vocational training in workplaces, and support the professional development of employees;
   3. delegate its representatives, at the invitation of state authorities, to participate in the work of advisory and consultative institutions in matters relating to manufacturing, trade, construction, and services;
   4. organize and create conditions for the settlement of disputes by way of amicable and conciliation proceedings, and participate, on separately specified principles, in court proceedings in connection with the economic activity of its members;
   5. issue opinions on existing customs relating to economic activity;
   6. provide information on the functioning of entrepreneurs and express opinions on the state of economic development within the chamber’s area of operation.

2a. A chamber of commerce established by groups of agricultural producers and their associations, as well as entrepreneurs engaged in processing or trading in products or product groups within the meaning of the provisions on groups of agricultural producers and their associations, should act to adapt production, processing, and trade to market requirements, in particular as regards the quantity and quality of products.

3. At the request or with the consent of a chamber of commerce, the Council of Ministers may, by regulation, entrust that chamber with the performance of certain tasks reserved by law for state administration.

Article 6
The competent organs of state administration shall provide chambers of commerce with the information necessary for the performance of their statutory tasks.

Article 7

1. A chamber of commerce may be established if such an initiative is undertaken by at least 50 entrepreneurs, hereinafter referred to as the “founders,” within the area of operation of the chamber being established, where that area covers the territory of a voivodeship. If the territorial scope of the chamber’s operation is to exceed the territory of a voivodeship, the number of founders shall be at least 100.
   1a. The limitations specified in paragraph 1 shall not apply where the founders are exclusively pension societies operating under the provisions on the organization and functioning of pension funds.
   1b. Where a chamber is established by the entities referred to in Article 5(2a), the number of founders shall be 10 and 20 respectively.
2. For the purpose of establishing a chamber of commerce, the founders shall adopt the chamber’s statute, confirming its adoption by affixing their signatures thereto.
3. The statute of the chamber shall specify in particular:
   1. the name of the chamber, its seat, and the territorial scope of its operation;
   2. the basic tasks of the chamber and the manner and forms of their implementation;
   3. the rights and obligations of a chamber member;
   4. the manner of acquiring and losing chamber membership;
   5. the organs of the chamber and, subject to paragraph 5, the scope of their powers, the procedure for their election, and the term of office;
   6. the manner of determining the amount of membership dues and their payment, as well as obtaining other financial resources for the maintenance and operation of the chamber;
   7. the rules for amending the statute, dissolving the chamber, and allocating its assets in the event of liquidation;
   8. other matters required by the needs of practical activity and matters that must be specified in the statute under this Act and other provisions of law.
4. The statute of the chamber may not restrict the right of entrepreneurs to associate in a chamber of commerce.
5. Subject to paragraph 6, the supreme authority of a chamber of commerce shall be the general meeting of chamber members; members of the chamber that are not natural persons shall be represented at the general meeting by their representatives.
6. The statute of a chamber of commerce may provide for an assembly of delegates instead of a general meeting of members, or for the replacement of the general meeting of members by an assembly of delegates where the number of chamber members exceeds the number specified in the statute. In such cases, the statute shall also specify the procedure for electing delegates and the duration of their term of office.

Article 7^1

1. Chambers of commerce may establish territorial organizational units having legal personality, hereinafter referred to as “organizational units,” if the chamber’s statute so provides. In such a case, the chamber’s statute shall additionally specify:
   1. the organizational structure of the organizational unit;
   2. the manner of establishing and liquidating the organizational unit;
   3. the internal organs of the organizational unit, including the body managing it and representing it externally, as well as the procedure for appointing and dismissing such organs;
   4. the scope of the activity carried out by the organizational unit and the area of its operation;
   5. the assets of the organizational unit appropriate to the scope of the activity carried out by it.
2. Liquidation referred to in paragraph 1(2) shall mean the winding up of the current affairs of the organizational unit, collection of receivables, and performance of obligations. The assets of the organizational unit remaining after liquidation shall be taken over by the chamber of commerce.

Article 8

1. Chambers of commerce and their organizational units shall be subject to mandatory entry in the National Court Register.
2. Chambers of commerce and their organizational units shall acquire legal personality upon entry in the National Court Register.
3. In registration proceedings, the organizational unit shall be represented by the body referred to in Article 7^1(1)(3).

Article 9
(repealed).

Article 10
(repealed).

Article 11

1. Chambers of commerce may, on a voluntary basis, associate in the National Chamber of Commerce. Economic and social organizations whose object of activity is to support economic development may also associate in the National Chamber of Commerce.
2. The National Chamber of Commerce shall represent the common economic interests of its associated members.
3. The seat of the National Chamber of Commerce shall be the Capital City of Warsaw.
4. The provisions of Article 7(2)–(5) and Article 8 shall apply accordingly to the establishment of the National Chamber of Commerce, its statute and authorities, as well as to registration proceedings.

Article 12

1. The National Chamber of Commerce may undertake and perform the tasks specified in Article 5.
2. For the performance of common tasks in the field of foreign trade promotion, the National Chamber of Commerce shall establish the Polish Chamber of Foreign Trade as a functionally and organizationally separate entity.
3. The statute of the National Chamber of Commerce may provide for, and specify the rules of, direct cooperation between the Polish Chamber of Foreign Trade and entrepreneurs in the field of foreign trade.
4. Within the scope specified in paragraph 2, the National Chamber of Commerce, through the Polish Chamber of Foreign Trade, may in particular:
   1. organize exhibitions and international fairs in Poland and abroad;
   2. cooperate with and belong to international and foreign organizations, provided that this does not infringe obligations arising from international agreements to which the Polish State is a party, and also establish its foreign representative offices with the consent of the Minister of Foreign Affairs^1 and the Minister for Economic Cooperation with Foreign Countries^2;
   3. perform the activities of chambers of industry and commerce on the basis of agreements between Poland or a Polish contracting party and foreign states or contracting parties, or on the basis of international trade customs, and in particular legalize documents and issue certificates and attestations;
   4. organize and create conditions for the settlement of disputes by way of amicable and conciliation proceedings, including the establishment, within the Polish Chamber of Foreign Trade, of a Board of Arbitrators for the settlement of disputes arising in connection with economic cooperation with foreign countries and submitted to the jurisdiction of that Board of Arbitrators, as well as develop and improve the rules of ethics applicable to entrepreneurs.

5.^3 The National Chamber of Commerce, through the Polish Chamber of Foreign Trade, may issue universal certificates of origin of goods referred to in Article 48 of Commission Regulation (EEC) No 2454/93 of 2 July 1993 laying down provisions for the implementation of Council Regulation (EEC) No 2913/92 establishing the Community Customs Code (OJ EU L 253, 11.10.1993, p. 1, as amended; OJ EU Polish special edition, Chapter 2, Vol. 6, p. 3, as amended).

Article 12^1

1. The National Chamber of Commerce may, at the request of entrepreneurs, initiate the establishment within the territory of the Republic of Poland of bilateral or multilateral chambers of commerce. The National Chamber of Commerce shall determine the number of founding members required for the establishment of such a chamber.
2. The task of the chambers referred to in paragraph 1 shall be to promote foreign trade and support the development of international economic relations, within the limits specified in Articles 3–5.
3. The establishment and operation of the chambers referred to in paragraph 1 shall take place in accordance with the rules laid down in this Act, subject to paragraphs 4 and 5.
4. Members of the chambers of commerce referred to in paragraph 1 may be entrepreneurs and foreign entrepreneurs within the meaning of the provisions of the Act of 2 July 2004 on Freedom of Economic Activity (Journal of Laws of 2007, No. 155, item 1095, as amended).
5. At the request of the National Chamber of Commerce, the chambers referred to in paragraph 1 shall be entered in the National Court Register in accordance with the provisions of this Act.

Article 13

1. If it is found that the activity of a chamber of commerce is inconsistent with the law or its statute, the minister competent with respect to the subject matter of the chamber’s activity or the voivode competent for the chamber’s seat may request the competent organs of the chamber to remedy those irregularities within a specified period, or may apply to the court for the measures specified in paragraph 2 to be taken.
2. At the request of the authority specified in paragraph 1, the court may:
   1. issue a warning to the competent organs of the chamber;
   2. repeal a resolution of the chamber’s organs that is inconsistent with the law or the statute;
   3. dissolve the chamber if its activity grossly violates the law or the provisions of its statute.
3. The application of the measures specified in paragraph 2 to a chamber of commerce shall fall within the jurisdiction of the registration court competent for the chamber’s seat.
4. The provisions of the Code of Civil Procedure governing non-contentious proceedings shall apply to court proceedings in matters examined by the court referred to in paragraph 3.
5. The provisions of paragraphs 1–4 shall apply to organizational units and to the National Chamber of Commerce.

Article 14

1. The assets of a chamber of commerce, an organizational unit, and the National Chamber of Commerce shall derive from membership dues, donations, inheritances, bequests, their own activity, and income from the assets of those entities.
2. The chambers referred to in paragraph 1 may carry on economic activity on general principles. Income from a chamber’s economic activity shall be used to pursue its statutory objectives and may not be distributed among its members.
3. In the event of dissolution of the chambers referred to in paragraph 1, the liquidator appointed in accordance with the provisions of the statute shall carry out the provisions of the statute concerning the allocation of the chambers’ assets. If the chambers have insufficient funds, the costs of liquidation shall be covered from the funds of their members.

Article 15

1. The Decree of 28 September 1949 on the Establishment of the Polish Chamber of Foreign Trade (Journal of Laws No. 53, item 403, and of 1966 No. 14, item 86) shall cease to have effect.
2. Until the establishment of the National Chamber of Commerce and, pursuant to Article 12, the Polish Chamber of Foreign Trade, the Polish Chamber of Foreign Trade operating on the basis of the Decree of 28 September 1949 on the Establishment of the Polish Chamber of Foreign Trade (Journal of Laws No. 53, item 403, and of 1966 No. 14, item 86) shall continue to operate on the basis of that Decree.
3. The National Chamber of Commerce shall take over all matters, liabilities, and assets of the existing Polish Chamber of Foreign Trade, except for the assets of the organizational unit of the Polish Chamber of Foreign Trade known as the “Poznań International Fair,” the status of which shall be determined by the Minister for Economic Cooperation with Foreign Countries.

Article 16
This Act shall enter into force on the date of its promulgation.

^1 Currently: the minister competent for foreign affairs, pursuant to Article 4(1), Article 5(27), and Article 32(1) of the Act of 4 September 1997 on Government Administration Departments (Journal of Laws 2007.65.437), which entered into force on 1 April 1999.

^2 Currently: the minister competent for the economy, pursuant to Article 4(1), Article 5(4), and Article 9(1) of the Act of 4 September 1997 on Government Administration Departments (Journal of Laws 2007.65.437).

^3 Article 12(5) added by Article 2 of the Act of 7 November 2014 (Journal of Laws 2014.1662) amending this Act, effective as of 1 January 2015.