The Ministry of Justice has released information on
the launch of work on legislation amending the
National Court Register Act and certain other acts.
The proposed guidelines would radically change the
rules of functioning of the National Court Register
(KRS). The Ministry of Justice commenced work on
this amendment in view of the need to implement
directive 2012/17/EU of the European Parliament
and of the Council dated 13 June 2012 amending
Council Directive 89/666/EEC and Directives
2005/56/EC and 2009/101/EC of the European
Parliament and of the Council as regards the
interconnection of central, commercial and
companies registers, where such directives require
Member States of the European Union to exchange
information on companies and enable access to up-
to-date information on companies. The other objectives of the contemplated
include, inter alia, to:
- reduce the duration of registration proceedings;
- reduce the costs of registration with the KRS;
- simplify the procedures to effect registration;
- limit the reasons for applications being returned;
- facilitate access to documents, including
- financial statements, kept in KRS records; and
- clarify the rules concerning the possibilities of
filing a complaint against the decision of a
judicial officer.
The 2012/17/EU directive cited above prescribes
the need to provide, within the European Union,
access to documents filed with the KRS on stock
companies, limited liability companies, joint-stock
limited companies and European companies.
Nevertheless, the Ministry of Justice has decided to
make changes affecting all business operators
entered in the register of entrepreneurs of the
National Court Register.
In order to achieve the above-outlined objectives,
it is proposed that all registration applications
submitted to the KRS are to be filed electronically.
Any correspondence between the KRS and
applicants would also be carried out electronically,
including requests to rectify shortcomings in the
applications sent to the KRS as well as decisions
issued by the KRS.
Yet another novelty is the obligation, to come into
effect as of 1 June 2017, to keep registration files
for operators being entered in the KRS in an
electronic format, with such file collections to be
made available to interested parties at registry
courts’ reading rooms. A publically available
website is planned to be created ultimately to
enable all interested persons to access, without
further formalities, all documents submitted to the
KRS and registry courts’ decisions, as well as to
track in real-time any registration proceedings in
progress.
The Ministry of Justice plans include the idea of
creating a central repository of notarial deeds on
the basis of which entries are made in the relevant
registers and which are required to be filed with
the KRS. These notarial deeds would be
automatically sent to registration courts for the
purposes of initiating registration procedures.
Moreover, under this amendment to the KRS Act, it
would be mandatory for financial statements to be
transmitted electronically in a universal data
format. Another interesting proposal is to
discontinue the publication of registration entries in
the Monitor Sądowy i Gospodarczy (Court and
Commercial Gazette) and instead to make available
the information about the business operators
entered in the register of entrepreneurs on a web
portal. The amending act would be also to regulate
the possibility to apply Article 24(1) of the KRS Act
to shareholders/partners in companies or other
entities required to appoint a representation body
so that such representation body is established
whenever
its
absence
prevents
the
company/partnership from operating.
All the above-outlined amendment guidelines are
intended to make registration proceedings
considerably easier and simpler, while reducing
their costs. Nevertheless, as mentioned at the
beginning, these are just guidelines for the
proposed amending legislation, and what form the
law will eventually take is unknown. The act
amending the National Court Register Act is
supposed to come into force in 2017.
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
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00-513 Warszawa
Tel. +48 22 447-4300
Fax +48 22 447-4301
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53-125 Wrocław
Tel. +48 71 780-3100
Fax +48 71 780-3101
wroclaw@pl.millercanfield.com
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certain recent legal developments of selected areas of law. For this reason the information contained in this publication should not form the basis of
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