Amendment to the Act on the National Court Register

Implementation of the EU Directive

Last week, on 6 October, the Polish parliament adopted an amendment to the Act on the National Court Register. The Act constitutes the first stage of implementing the so-called company law package, which includes partial implementation of EU Directive 2019/1151. The Directive aims to introduce the possibility of establishing certain types of companies (with regard to Poland – limited liability companies) and branches of foreign entrepreneurs via the Internet, and to introduce facilitation measures (including translations and templates) to simplify the process of forming and registering these companies as well as registering branches, and also to enable online submission of changes to data concerning these entities. The Directive also provides for the extension of the scope of company data freely available via the register integration system, which is intended to enhance transparency and legal certainty in the single market. The provisions also include solutions intended to relieve companies from the obligation to submit/publish the same documents/information in multiple registers (the “once-only” principle). This article presents the key changes introduced by the amendment implementing the Directive, as set out in the justification of the Act.

Submission of documents to the National Court Register – what will change?

With regard to facilitation for foreign entrepreneurs in registering and submitting documents to the National Court Register (KRS), the Act provides for the publication in the Public Information Bulletin, at least in Polish and in another official EU language, of templates of agreements, information on company registration rules, branch registration rules, rules of representation, and rules on referencing information in the register (added Article 3b of the Act on the National Court Register). Furthermore, concerning limited liability companies in organisation, the Act enables settlement of payments for shares using a payment service via internet connection (added Article 163 of the Commercial Companies Code).

As part of the extension of the scope of company data freely available via the register integration system, the draft introduces an amendment to Article 4a(1) of the Act on the National Court Register by supplementing the range of data made available through the integration system with a unique European identifier, and in the case of companies that have established branches in another EU Member State or a state party to the Agreement on the European Economic Area, also the unique European identifier of the branch, the branch’s registration number, and the designation of the Member State in which the branch is registered.

Submission of documents to the KRS and persons without a PESEL number

The EU Directive introduces a requirement to include in the information exchange between registers of EU (EEA) Member States via the register integration system the date of birth or the national identification number of persons forming the management or supervisory bodies of the parent company. Accordingly, the Act provides changes regarding the entry of the date of birth in the National Court Register for natural persons without a PESEL number. In cases where the information received from the register integration system contains a national identification number instead of a date of birth (i.e., an identification number other than PESEL, equivalent to PESEL in another Member State), that number will be entered into the register. The lack of uniformity in this regard results from differences in methods of identifying natural persons in registers of EU (EEA) Member States. The Act also provides for entering the date of birth (for persons not required to have a PESEL number) also in the case of entities not covered by the register integration system.

The Act will enter into force on 1 December 2022, meaning that the new procedures will apply to submission of documents to the KRS already in 2022.

Submission of documents to the KRS 2022–2023

If you require information regarding registration proceedings, wish to register a company or its foreign branch, or need other corporate law services, please contact us. Providing legal services in corporate and company law is one of the main areas of activity of ATL Law. The legal solutions offered by the ATL Law team allow clients to achieve their set goals and business objectives. We protect the interests of companies, board members, partners, and shareholders. We minimise the risk of disputes. We have experience working with entities operating in various sectors of the economy. We provide:

• advice on the functioning of all types of commercial companies and other business entities;
• assistance in establishing and registering companies, including drafting agreements, statutes, and rules of procedure for supervisory boards and management boards;
• ongoing corporate service for companies, including preparing draft resolutions of company bodies;
• organisation and conducting (general) shareholders’ meetings as well as supervisory board and management board meetings;
• representation of our clients in registration proceedings and other proceedings related to the operation of commercial companies.

We invite you to review our offer.

Offer: Commercial law (Warsaw, Kraków, Katowice)