Amendment to the Commercial Companies Code – new obligations regarding the maintenance of the stock register

On 20 of February 2025 a draft of bill amending the Commercial Companies Code has been published on the website of the government’s legislative center. The main objective of the draft is to introduce changes to the Commercial Companies Code aimed at strengthening stockholder protection and certainty in business transactions in connection with the dematerialization of stocks in joint-stock companies and simple joint-stock companies. Below, we discuss the most important provisions of the amendment and its practical consequences for entrepreneurs.

Key changes of the amendment to the Commercial Companies Code

Company management board responsibilities regarding the register of stockholders

One of the objectives of the draft is to introduce an obligation for the company’s management board to provide information on the conclusion of a contract for keeping a register of stock, as well as information on the entity keeping the register, such as its name, registration number, and tax identification number (NIP) to the National Court Register (KRS). According to the planned changes, this information is to be disclosed in the register of the company to which it relates, which in turn will facilitate access to the register not only for the company’s stockholders themselves. The Management Board of the company will also be obligated to file with the KRS a declaration on the conclusion of an agreement to maintain a register of stockholders.

Obligations of the entity maintaining the stock register

The act is to introduce a new responsibility for the entities keeping the register. Based on the planned changes those entities will be obligated to submit information regarding termination or dissolution of the contract binding them with the company.

Additionally, the change is supposed to impose on the liquidator of the company the obligation to file a list of the company’s stockholders along with the motion to strike the company out of the register. The list is supposed to contain information such as the name and surname or company name, residential or registered seat address, delivery address as well as the number, series, and numbers of stocks.

Extended scope of stockholders data

The draft amendments provide for a significant expansion of the stockholders data reported to the stockholder register. Currently, the register requires the first and last name or company name, address, and, if the stockholder agrees to be contacted electronically, the stockholder’s email address. According to the current wording of the proposed amendments, the following information will be reported to the stockholder register:

the first and last name or name of the stockholder,

date of birth,

PESEL number or registration number,

address of residence or registered office,

if the stockholder agrees to be contacted by electronic means – e-mail address,

in the case of joint ownership of stocks – the first and last name or company name of the co-owner and information about the type of joint ownership.

At the same time, due to the provisions of the GDPR, access to data on the PESEL number, date of birth, or address of residence of the stockholder will be excluded for other stockholders.

Dates of entry into force of new regulations

The proposed date of entry into force of the Act is 8 months from the date of its announcement. Companies will have 3 months from the date of entry into force of the Act to submit an application for entry of the details of the entity maintaining the register of stockholders in the National Court Register. In practice, this means that businesses should start preparations well in advance to avoid the risk of violating regulations.

Summary

The changes planned by the legislator will increase the scope of supervisory activities performed by the National Court Register. The planned changes are intended to compel companies that have not yet concluded an agreement to maintain a register of stockholders to fulfill this obligation. However, they will also affect the work of the courts. Once the act comes into force, the National Court Register will receive more applications to change company information, which may result in longer waiting times for motions to be processed.

Need support? If you would like to verify whether your company complies with the new requirements of the Commercial Companies Code or prepare for the implementation of new obligations, please contact our law firm:

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