On March 15, 2018, the Act amending the Act on the National Court Register and other Acts entered into force. This Act introduces revolutionary changes that will have long-term effects on business in Poland. The reform aims to digitize the registry proceedings in keeping with the spirit of the 21st century. However, it also introduces new obligations and regulations in the field of registry proceedings and business law.
The new rules for the preparation and submission of financial statements
Since 15 March 2018, financial statements can only be submitted to registry courts in electronic form. During the transitional period from 15 March to 30 September 2018, it will still be possible to submit scans of the paper versions of the abovementioned documents, however they must be signed using a qualified electronic signature, or with the signature of a trusted ePUAP profile. The submission of financial documents by electronic means also requires an account in the S24 system.
The real revolution will take place after 1 October 2018. From that time on all financial statements for the year 2018 will need to be submitted in the standard audit file format (SAF-T / JPK). Entities entered in the National Court Register will not need to send financial statements separately to differing tax offices since the documents will automatically be transferred by the National Court Register to the Central Tax Register.
Addresses for deliveries
Since 15 March 2018, companies have not only been required to indicate the delivery address for persons representing the relevant entity, but have also been obliged to provide the delivery addresses for those persons or members of the corporate body who are in charge of the appointment of the management board. In practice, the management board is usually chosen by a shareholder or by the supervisory board. Therefore, if the supervisory board is entitled to appoint a management board, it is necessary to indicate its members’ delivery addresses. If the board is appointed by a shareholder it is necessary to indicate their address (in the situation where this individual is a natural person), or in the situation where the shareholder is a legal person, the delivery addresses of the members of the executive body. Should the delivery address be located outside the EU, it is necessary to designate an agent for deliveries within Poland.
Changes in enforcement proceedings
The amended enforcement proceedings concerns, not only situations in which compulsory documents have not been submitted, but also new regulations concerning situations in which a legal person does not have a body, or if there are deficiencies creating an inability to act. In the above-mentioned situation, the court can call those persons authorized to appoint members of the corporate bodies to appoint this body, or to eliminate the deficiencies which caused the inability of the body to act. Failure to respond to the call will result in a fine which is limited to PLN 10,000 (USD 3,000). The overall sum of fines for a single infraction cannot be greater than PLN 1,000,000 (USD 300,000).
Changes in the institution of a court appointed administrator
As a result of the amendments in the Act on the National Court Register, the institution of the court appointed administrator has changed. The court is able to appoint an administrator, not only in the absence of an entity’s corporate body, but also in the case of any deficiencies in its composition that could cause a failure in its proper representation. A court appointed administrator has the power to represent an entity and conduct its activities, as well as, as has been the situation so far, take steps to immediately establish the bodies of the legal person, or if necessary, take steps to conduct liquidation. As a result of the new regulation, the institution of registry administrator has been abolished.
Upcoming changes – the digital revolution
The discussed amendments introduce far-reaching changes that will be implemented in the period between 2018 and 2020. The legislator plans to complete the reform of the National Court Register by March 1, 2020 when the registry proceeding is scheduled to be fully digitalized. For this purpose, further changes will be gradually introduced as stipulated in the amended Act.
In 2018, the Central Repository of Electronic Records of Notarial Acts will be launched. This register will be maintained electronically for the purpose of archiving notarial deed extracts. Once the registered changes in the National Court Register have taken place, only the indication of the notarial deed number will be required. The documentation workflow will take place directly between the registry court and the public notary.
By 2020, the legislator plans to start providing online access to the full registration files. This will replace the current reading rooms in the registry courts.
From 1 March 2020, the registration procedure is to be fully implemented through the use of the ICT system, as is currently the case for companies registered via the S24 procedure.
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