15 March 2018 will be the effective date of the Act of 26 January 2018 on Amendments to the Act on the National Court Register and Some Other Acts, hereinafter referred to as the “Amendment”, constituting implementation of the directive of the European Parliament and of the Council (EU) 2017/1132 of 14 June 2017 on certain aspects of company law (Official Journal of the European Union L 169 of 30.06.2017).
Please find below the major changes:
- Pursuant to the Amendment the Polish National Court Register will become a part of the integrated European system of company registers. A register integration system will be created. As part of the register it will be possible to obtain the following data free of charge – with the use of an ICT system:
- Information about deletion of an entity from the register;
- List of corporate documents – among others founding deeds, articles of incorporation/ statutes of companies, financial statements, resolutions on changes of the amount of the share capital and appointment of members of the company’s governing bodies;
- Copies of documents filed, both in hard copy and electronic format.
- Company files will be kept also for entities with respect to which effective registration did not take place due to final and binding return, rejection or dismissal of the application.
- Files of the National Court Register will be made available for review at the registered seat of the court with the use of the ICT system only. Reviewing files will be also possible with the use of generally accessible ICT networks.
- There will be separate document files in the files of entities subject to registration in the National Court Register which will concern financial documents – the so-called repository of financial documents will be created.
Financial documents (annual financial statements or statements on the lack of the obligation to prepare and file annual financial statements) will obligatorily be filed via the ICT system. The person filing the statements will be obliged to sign such statements with a qualified electronic signature or a signature confirmed with the use of the ePUAP trusted profile. The act provides that such documents are to be submitted by individuals acting on behalf of the company in the capacity of a member of its governing body, shareholder authorised to represent it, receiver or liquidator, and it is beyond doubt that this may also be done by a proxy. However, due to the fact that applications will be filed via an account in the ICT system handling the court proceedings, both proxies and representatives of entities filing financial documents themselves will be obliged to have an account in that system.
- If a person authorised to represent the company has their place of residence outside of the European Union, then such a person will be obliged to appoint a service agent in Poland.
- A repository of notary deeds will be created where notaries public will place notary deeds constituting the basis for entry in the National Court Register. If a deed is placed in the repository, what the applicant only indicates in the application to the National Court Register is data about the item number in the repository under which the deed can be found. The provisions on the repository of notary deeds will come into effect not earlier than on 1 March 2020.
- Upon creation of the Central Register of Restructuring and Bankruptcy (i.e. 1 February 2019), the National Court Register will automatically obtain data about the opening and completion of bankruptcy and restructuring proceedings as well as about the ban on conducting business
- Compulsory proceedings will also enable the court to summon obliged entities to appoint a body (namely, e.g. company’s shareholders) to perform this action, or else a fine will be imposed.
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