A handful of practical changes in company law: KSH, KRS, KP

On 15 December, another amendment to the provisions of the Commercial Companies Code, but also the Act on the National Court Register and the Code of Civil Procedure, came into force. The new provisions respond to practical doubts that have arisen in the course of the daily activities of business entities.

Among the most important changes we can include:

• • THE ISSUE OF ELECTRONIC CERTIFICATION OF COPIES OF DOCUMENTS

Doubts which arose under the previous regulations concerned the issue of certification of copies of documents uploaded to the Court Register Portal (PRS). So far, it has been unclear whether, in order to effectively file an application to the National Court Register via the PRS, each document uploaded to the system needs to be separately certified with an electronic signature or a trusted signature, or whether the certification of compliance with the original is made by simply entering a copy of the document into the system and then signing the whole thing with an electronic signature or a trusted signature.

The doubt arose from the jurisprudential view that Article 129 CCP does not apply to registration proceedings. Thus, for practical reasons, many attorneys opted to certify every scan of a document uploaded to the PRS.

From 15 December 2022, when the provision of Article ^6944a of the Code of Civil Procedure entered into force, there should no longer be any doubt that electronic certification of a copy of a document by an attorney appearing in a case who is an advocate, legal adviser or counsel for the General Prosecutor’s Office of the Republic of Poland, or electronic authentication of a copy of a power of attorney granted to him or her , takes place at the moment when that attorney enters a copy of the document or a copy of the power of attorney into the ICT system.

ISSUES RELATED TO THE PESEL NUMBER

Currently, when disclosing information in the National Court Register (KRS) about a natural person who does not have a PESEL number, it is now required to provide that person’s date of birth. Previously, for individuals without a PESEL number, only their first and last name were disclosed in the KRS. This change has practical significance for foreigners, particularly in the context of setting up a company through the S24 online system.

• ISSUE OF SETTLEMENTS FOR A LIMITED LIABILITY COMPANY IN ORGANIZATION/ESTABLISHED VIA S24

The amendment enables a limited liability company in organization, as well as a company established using the standard articles of association available in the online system, to settle the payment towards the share capital via online payment services.

The new regulation also confirms the possibility for a company in organization to open a bank account to which payments towards the share capital can be made. This should therefore counteract the practice of financial institutions requiring confirmation of the company’s registration in the National Court Register (KRS), despite the fact that a company in organization has the right to acquire rights and incur obligations in its own name.

• ISSUE OF MAKING MODEL ARTICLES OF ASSOCIATION AVAILABLE

According to recent amendments, the Minister of Justice will publish in the Public Information Bulletin on their official website, at least in Polish and another language understandable to the widest possible number of foreign-language users, model articles of association specified in the regulations issued on the basis of:

• Article 231 § 5 of the Commercial Companies Code – general partnership;
  Article 1061 § 5 of the Commercial Companies Code – limited partnership;
  Article 1571 § 5 of the Commercial Companies Code – limited liability company;
  Article 3007 § 5 of the Commercial Companies Code – simple joint-stock company

as well as information on:

• the rules for forming and registering companies and registering branches of foreign entrepreneurs, the use of model articles of association made available in the online system, documents required in the registration procedure, languages in which companies and branches can be formed and registered, identification of individuals, and applicable fees;
• rules regarding membership in the body authorized to represent the entity and the supervisory body of the company, including the prohibition on holding positions in these bodies, and the entities responsible for reporting individuals holding such prohibited positions;
• the rights and obligations of the body authorized to represent the entity and the supervisory body of the company.

Author: Katarzyna Gelo