The Act on Amending the Act on National Court
Register and on Amending Certain Other Acts of 26
June 2014 became effective on 1 December 2014.
The changes introduced under the amending act are
far-reaching. The rationale behind the amendments
is to significantly simplify and speed up the process
of business registration with the National Court
Register (KRS).
One of the most crucial changes involves the
procedure for assignment of the REGON (Statistical
Number) and the NIP (Tax Identification Number).
As of 1 December 2014, a business entity that is
subject to registration with the National Court
Register is required to file with the court a single
form accompanied by one set of attachments. The
data provided by the entity in its registration form
is forwarded electronically by the court to the
Central Business Entity Register – National Taxpayer
Register and to the Official National Register of
Business Entities. This way the entity is
automatically assigned the REGON and NIP
Numbers, and the applicable certificates evidencing
it are delivered straight to the entity.
Unfortunately, the entity subject to registration has one more obligation to fulfil, namely within 21 days
of its registration with the National Court Register
it has to provide the rest of the details that are
necessary to issue the REGON and NIP Numbers, and
to register the payer with the Social Security
Institution ZUS. These details are filed on a single
form which the entity is required to submit to the
applicable tax office. The tax office forwards the
details electronically to the Central Statistical
Office GUS and ZUS.
Importantly, the above changes also apply to
limited liability companies set up using the on-line
template available in the IT system of the National
Court Register.
Another significant change is the limitation imposed
on the number of entries of the Polish Classification
of Business Activities (PKD) disclosed in the
register. Under the amended regulations, each
entity may list up to 10 PKD entries only,
additionally identifying the objects of its prevailing
activity. The purpose of the change is to make it
clear what type of business the relevant entity is
primarily involved in. The above amendment does
not affect articles of association of companies,
which can continue to list a larger number of PKD
entries. Significantly, entities entered into the
National Court Register prior to the amendments to
the law are under an obligation to modify their
respective PKD entries to ensure they comply with
the current provisions. Each entity is required to
limit the number of the PKD entries in its first
application for modification of details entered in
the National Court Register, no later, however,
than within 5 years of the effective date of the
amending legislation, i.e. by 1 December 2019.
All the amendments made under the Act of 26 June
2014 are aimed at improving efficiency, speeding
up, and simplifying the registration of business
entities with the National Court Register. It is still
too early to speak in any reliable manner about the
actual effects of the amending legislation. While it
is true that the changes do simplify the business
registration process, it is not yet a foregone
conclusion that the registration will take less time
to complete. There is always the question of how
well the integrated data communications systems of
KRS, ZUS, and GUS will interact together. The
legislators have assumed that the above amendments will help cut back the lead time
required by a new business to commence trading
from 25 days to 7 days. However, we will still have
to wait several months for the effects and some
reliable assessment of the amending legislation.
MILLER, CANFIELD,
W. BABICKI, A. CHEŁCHOWSKI I WSPÓLNICY SP.K.
ul. Batorego 28-32
81-366 Gdynia
Tel. +48 58 782-0050
Fax +48 58 782-0060
gdynia@pl.millercanfield.com
ul. Nowogrodzka 11
00-513 Warszawa
Tel. +48 22 447-4300
Fax +48 22 447-4301
warszawa@pl.millercanfield.com
ul. Skarbowców 23a
53-125 Wrocław
Tel. +48 71 780-3100
Fax +48 71 780-3101
wroclaw@pl.millercanfield.com
Disclaimer: This publication has been prepared for clients and professional associates of Miller Canfield. It is intended to provide only a summary
of certain recent legal developments of selected areas of law. For this reason the information contained in this publication should not form the
basis of any decision as to a particular course of action; nor should it be relied on as legal advice or regarded as a substitute for detailed advice in
individual cases. The services of a competent professional adviser should be obtained in each instance so that the applicability of the relevant
legislation or other legal development to the particular facts can be verified.