10.11.2022 Company law

Amendment to the National Court Register Act adopted by the Sejm

On 6 October 2022, the Sejm adopted an amendment to the provisions on submitting documents to the National Court Register. The new rules are intended to facilitate the exchange of data between the registers of EU countries and the use of the system by traders from abroad.

The main objective of the planned changes is to adapt Polish regulations to Directive of the European Parliament and of the Council on the use of digital tools and processes in company law.

KRS – what changes can we expect?

The amendment to the National Court Register Act:

  • Facilitates the registration and submission of documents to the register for foreign traders by publishing in the Public Information Bulletin model company deeds and information on the rules of registration, both in Polish and in a foreign language understandable to as many foreign-speaking people as possible;
  • Supplements the scope of data made available through the registers with a unique European identifier and designation of the EU country where the company’s branch is registered;
  • Extends the exchange of information between the commercial registers of the Member States of the European Union, regarding changes to the basic data of a foreign trader and registration or deletion of a branch of a company. For this purpose, a business registers interconnection system will be implemented aimed at exempting traders from the obligation to submit applications to the National Court Register if the data contained in them can be automatically provided by the system.

The planned changes are part of the implementation phase of the EU company law package. After the entry into force of the new regulations, the exchange of data between EU registers will be free of charge and automated (business registers interconnection system).

See also: Electronic KRS more functional

Changes in the National Court Register – what do the new regulations mean for traders?

As a result of changes, over 500,000 traders registered in the National Court Register will be exempted from the obligation to submit documents to the register, provided that the data contained therein are automatically received through the business registers interconnection system.

The Act also provides for the introduction of a new requirement to provide in the register the date of birth of natural persons who do not have a PESEL number.

Limited liability companies, on the other hand, will have a new obligation. They will be obliged to open a bank account to be used to make cash settlements arising from payments for shares.

As regards foreign traders who are general partners of limited joint-stock partnerships, the new law provides for the possibility of including data in the register that will enable the creation of a European identifier, and in the case of entities not covered by the business registers interconnection system, it will be possible to easily and quickly create a number in the register.

Initially, the new regulations were to enter into force on 1 December. However, as a result of amendments adopted by the Sejm in the second reading, the deadline has changed. The new effective date of the changes is 14 December 2022.

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