On 15 March 2018, the first amendments introduced
under the Act Amending the Act on National Court Register and Certain Other Acts of 26 January 2018
entered into force. The subsequent amendments
will take effect in stages until March 2020. The
amendments, among others, institute the obligation
for entrepreneurs to file applications with the
National Court Register (“KRS”) and their financial
statements in digital form, the obligation for the
registration files to be kept in digital form, as well
as abolishing the position of a register trustee.
One of the most significant amendments is
digitisation of the proceedings. As early as from 15
March 2018, some of the documents, such as the
annual financial statements, audit report, copies of
a resolution to approve the financial statements
and of a resolution to distribute profit and loss,
need to be filed in digital form. The filing of the
documents must be certified with a qualified
electronic signature or a signature confirmed by a
ePUAP
(Electronic
Platform
for
Public
Administration Services) trusted profile of an
individual who is authorised under the National
Court Register to sign on behalf of the company.
Consequently, the filing can be made by at least
one individual whose PESEL (Personal Registration
Number) has been disclosed in KRS and who is
entered into KRS as a member of a governing body
authorised to represent as a partner of a
partnership, bankruptcy trustee, liquidator, or a
member of a governing body authorised to
represent a legal person acting as a shareholder of
a company. More amendments will go into effect as
from 1 October 2018, when the requirement to file
financial statements in the form of the Standard
Audit File for Tax (JPK), i.e. signed in the manner
outlined above, will be instituted. However, the
most extensive amendments are scheduled to take
effect as from 1 March 2020. From that time on,
the registration files of entities entered into KRS
will be available in digital form only. This applies to
both entrepreneurs who were registered prior to
the effectiveness of the amendments and
entrepreneurs registered after that date.
The new regulations impose upon individuals filing
an application for an entry, representing an entity,
as
well
as
liquidators
and
commercial
representatives a new obligation to attach a
statement containing not only an approval of their
appointment but also an indication of their address
for service. In the case of companies with share
capital, the individuals entitled to appoint the
management board will be subject to the
obligation. In the event that a legal person acts as a
shareholder of a company, it is necessary to provide
an indication of addresses for service of members
of the corporate body authorised to represent that
legal person. The address for service does not necessarily mean the address of permanent
residence or the address of residence of the
relevant individuals; it can also be the company’s
registered address or any other address. However,
it is important to bear in mind that each change to
those particulars must be filed. Unless the address
for service is in the EU, a representative for service
in Poland needs to be designated. The obligation to
provide an indication of the address for service is
binding upon the newly registered companies or
partnerships as from 15 March 2018. The existing
companies will be required to meet the above
requirements with their first application filed with
KRS, but no later than by 15 September 2019.
The amendments affect also the position of a
trustee, who will be able to be appointed not only
when the legal person has no governing body but
also when the composition of the existing governing
body is incomplete. The trustee will also have the
power to represent the entity and manage its
affairs, and not merely, as it was previously, to
take measures to ensure immediate appointment of
the governing body of a legal person and, should a
need arise, take steps to place it in liquidation. The
trustee operates under the supervision of the
appointing registry court. The amendments have
abolished the position of a register trustee.
The amendment is intended to simplify the
procedures, among others, by setting a threshold
for tax, customs, and private arrears disclosed in
KRS at the request of a creditor; it is also possible
now to make one entry based on several
enforcement titles. The purpose of yet another
amendment is to consolidate the terminology used
by the Code of Civil Procedure, Act on National
Court Register, and Act on Registered Pledges and
Register of Pledges by replacing the term
“application made by electronic means” with the
term “application made by means of an information
and communication system”.
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.