Poland: As of mid-March important ‒ even revolutionary ‒ changes come into force in the National Court Registry (KRS) law.
Major changes take place in 2018 in terms of how entities ‒ especially companies ‒ entered in the Polish KRS commercial registry operate. The Act of 26 January 2018 amending the National Court Registry KRS law and some other laws, which enters into force on 15 March 2018, aims to implement Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to aspects of company law. Do not be misled by the title of the amending act – change of some other laws concerns as many as 30 other Polish legal acts apart from the KRS law itself.
Entrepreneurs entered in the KRS commercial registry need to know that the main changes include:
- Introduction of exclusive electronic filing of financial statements with the registry, as well as – ultimately – solely electronic signing of financial statements with an e-signature or one that can be confirmed by the user’s so called “trusted profile” at the governmental e-services platform ePUAP.
- Introduction – in practical terms – of the need for at least one board member or partner representing the company to obtain a Polish personal identity number PESEL. This stems from the requirement that financial statements must be signed electronically by someone whose PESEL number appears in the KRS registry, or the requirement that the holder of a PESEL number must sign filing of financial statements with the registry electronically.
- Anyone representing a company must file a statement showing their mailing address in Poland (on top of the existing requirement to sign a consent to appointment).
- A requirement to attach to an application for filing with the KRS commercial registry a list of persons or members of corporate bodies who are entitled to appoint the management board of the company, including their full names and Polish mailing addresses.
The amendment sets a series of transition periods until final entry into force on 1 March 2020. Until the end of September 2018 it will be possible to create financial statements in written form but filing with the registry even now requires a qualified e-signature or confirmation through the ePUAP public e-services platform profile. Filing statements showing mailing addresses in Poland will be mandatory on the next application to the registry for whatever reason but in any event no later than 1 September 2019. The same applies to filing the list of persons entitled to appoint the board. This means that it is worth remembering even now about collecting the appropriate statements from management and commercial proxies.
As of March 2020, applications to the KRS commercial registry must be created and filed only in electronic form. From then on, any filings in other format will automatically not be acceptable.
Source: Act of 26 January 2018 amending the National Court Registry KRS law and some other laws (J.L. 2018, item 398)