The free acquisition of assets from non-registered companies by the State Treasury is unconstitutional.

The State Treasury’s right to acquire the assets of companies free of charge, if they failed to re-register within the specified deadline in the new National Court Register established in 2015, is unconstitutional — ruled the Constitutional Tribunal in its judgment of 11 December 2019 (case no. P 13/18).

Under the transitional provisions introducing the National Court Register Act, companies were obliged to register in the new register by the end of 2015. If they failed to meet this obligation, the assets of companies that did not re-register within the specified period were acquired free of charge by the State Treasury.

A constitutional question was submitted to the Tribunal concerning the compliance of this regulation with the Constitution. The case involved a shareholder of a non-re-registered company whose assets, including co-ownership of real estate in Warsaw, were acquired by the State Treasury.

The Constitutional Tribunal, in a unanimous verdict, found the provision unconstitutional. The Tribunal stated that depriving shareholders of their proprietary rights to participate in the company’s liquidation assets is neither purposeful nor necessary, and as such, constitutes an excessive burden. Consequently, the regulation was deemed an unacceptable legislative interference in property rights, whose scope and content cannot be arbitrarily restricted.

As the Tribunal emphasised: “The legislator cannot arbitrarily shape the content and limits of individual property rights.”

The objective of encouraging economic entities to re-register did not, in the Tribunal’s view, justify depriving shareholders of their property rights. The Tribunal also pointed to another consequence of failing to file the re-registration application on time, namely the loss of legal personality of the companies. This outcome was considered sufficient to achieve the legislator’s intended purpose.

https://sip.lex.pl/orzeczenia-i-pisma-urzedowe/orzeczenia-sadow/p-13-18-nieodplatne-nabywanie-mienia-przez-skarb-522843657 — full text of the Constitutional Tribunal’s judgment.