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 the digitisation of the proceedings. As early as 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 an 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”.