Most of the provisions will come into force 12 months after the date of publication of the aforementioned Act (with the exception of, amongst others, Articles 28 and 33, which came into force on 28 February 2026). Companies have two years to formally bring the provisions of their articles of association and agreements into line with the new regulations (Article 34 of the amendment).
STRICT DEADLINES FOR UPDATING THE SHAREHOLDER REGISTER
The management board will be subject to a strict 7-day deadline for reporting any changes in ownership to the institution maintaining the register. This change applies to both a simple joint-stock company (Article 300³³ § 3 of the Commercial Companies Code) and a classic joint-stock company (Article 328³ § 4 of the Commercial Companies Code). This obligation relates in particular to updating the identification and address details of shareholders. Failure to comply with this obligation will give the registry courts the right to impose a fine on members of the management board (Article 594 § 1(2)¹ of the Commercial Companies Code).
EXTENDED DISCLOSURE OBLIGATIONS TOWARDS THE NATIONAL COURT REGISTER
The National Court Register will collect data on the entity maintaining the register of shareholders (or securities depository) for a given company, including its tax identification number (NIP), name and KRS number (Article 38 of the Act on the National Court Register).
- It is worth noting that the company’s management board will be required to notify the registry court of the mere fact that an agreement to maintain a register of shareholders has been concluded.
- However, the entity maintaining the register will be obliged to notify the registry court of the expiry or termination of such an agreement within 7 days.
- Entities that have appointed an entity to maintain the register of shareholders will have just 3 months from the date the amendment comes into force to submit an application to the National Court Register (KRS) for the entry of the new details of the entity serving them.
BROADER SCOPE OF SHAREHOLDER DATA
Under the aforementioned amendment, the list of data subject to disclosure in the register of shareholders is also being expanded. For natural persons, it becomes mandatory to provide a PESEL number (or date of birth) and an address for electronic service. However, the legislator has ensured the privacy of investors – in accordance with Article 300³⁵ § 1¹ of the Commercial Companies Code and Article 328⁵ § 1¹ of the Commercial Companies Code, the PESEL number, date of birth and residential address will not be made available to other shareholders. This restriction on the disclosure of such sensitive data does not, however, apply to courts, the public prosecutor’s office, bailiffs and administrative enforcement authorities, which retain full access to this information in connection with ongoing proceedings.
REGISTERED PLEDGE ON SHARES
The amendment (Article 300³⁷(2) of the Commercial Companies Code and Article 328⁹(2) of the Commercial Companies Code) excludes the registration requirements provided for in the Commercial Companies Code if a limited real right on a share is established by an entry in the register of pledges or the register under the Tax Ordinance. In the case of standard changes, an entry regarding the transfer of shares or the creation of a limited right in rem on them will be made in the register at the request of a person having a legal interest therein. In addition, the registration certificate will cease to be valid, inter alia, in the event of the expiry of a pledge for a reason other than the satisfaction of the creditor (Article 328⁸ § 1(2)¹ of the Commercial Companies Code).
NEW REQUIREMENTS FOR REMOVING A COMPANY FROM THE REGISTER
In the event of a company’s liquidation, it will become mandatory to attach a list of shareholders to the application for the company’s removal from the Register of Entrepreneurs of the National Court Register (Article 476 § 1¹ of the Commercial Companies Code). The list must specify the investors’ identification details, their addresses for service of process, and the number and series of shares held. In the event of the dissolution of a company without liquidation, the court will itself request the entity maintaining the register to provide the list within 14 days.
ABOLITION OF THE DISTINCTION BETWEEN REGISTERED AND BEARER SHARES
The concepts of “registered” and “bearer” shares will disappear from legal transactions. This also entails a new obligation to precisely specify in the articles of association any preference shares or shares with restricted transferability by stating their number and a separate designation from the depository system (or series and numbers). With regard to shares not yet registered, the existing provisions shall apply until their effective registration. The physical share certificate, in turn, retains its evidential value vis-à-vis the company for a further 7 years from the entry into force of the amending Act, which means that shareholders who have not dematerialised their shares may assert their rights until 29 February 2028.
He gained his professional experience in one of Lublin's renowned law firms, dealing with civil and business law in its broadest sense. At the law firm Hewelt Wojnowski i Wspólnicy spółka komandytowa, he deals on a daily basis with current counseling in the field of business and the development of corporate documentation of companies, such as. Company agreements, bylaws of company bodies, agreements regulating relations between shareholders, resolutions of company bodies, M&A transactions. In addition to…
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