National Court Register

The Polish National Court Register (Krajowy Rejestr Sądowy, abbreviated as KRS) – formerly known as the Polish Commercial Register – was established under the Act of 20 August 1997 on the National Court Register. It is developed and maintained by the Ministry of Justice and administered by selected district courts located in major cities across Poland. Since January 1, 2001, it has been an electronic database containing information about entrepreneurs, companies, foundations, and non-governmental organizations.

The National Court Register is divided into three separate registers:

• the business register;
• the associations register, other social and professional organisations, foundations and public healthcare institutions;
• the register of insolvent debtors (replaced by the National Register of Debtors on 1 December 2021).

The business register in Poland includes selected forms of business activity: companies (e.g., general partnership, limited partnership, limited joint-stock partnership, limited liability partnership, limited liability company, joint-stock company), cooperatives, state-owned enterprises, branches of foreign entrepreneurs operating in the territory of the Republic of Poland, and other types of legal entities subject to registration.

The National Court Register does not include sole proprietorships. These must be registered in the Central Registration and Information on Business (CEIDG).

The business register is composed of six sections:

• Section I – contains basic identifying data, such as the company name, legal form, registered office, address, potential branches, NIP and REGON numbers, information on the company's origin (e.g. via transformation, merger or division), and the articles of association or statute.
• Section II – presents the method of representation and information about individuals forming the governing bodies (e.g. management board, supervisory board), partners authorised to represent a partnership, as well as details of the registered commercial proxies (prokura) and the scope of their authority.
• Section III – includes the company's scope of activity based on the Polish Classification of Activities (PKD), along with notes on the submission of annual financial statements, resolutions on their approval, management reports, and audit opinions (where applicable), including the periods they relate to.
• Section IV – performs a cautionary function: it contains information about tax, customs, and social security arrears, discontinued enforcement proceedings, asset protection measures in insolvency proceedings, and dismissal of bankruptcy applications due to insufficient assets.
• Section V – provides notes regarding the appointment and dismissal of court-appointed custodians (curators).
• Section VI – includes data on liquidation proceedings, appointment of liquidators, establishment of court-appointed administrators, bankruptcy declarations, transformations or mergers, as well as restructuring proceedings and information about receivers or compulsory administrators.

Types of entities listed in the associations register in Poland include foundations, social professional organizations, guilds, trade unions, and public healthcare institutions. The scope of entities subject to disclosure in this register is defined by Annex No. 3 to the Regulation of the Minister of Justice of November 17, 2014, on the detailed procedure for maintaining registers within the National Court Register and the specific content of entries in these registers.

The register of insolvent debtors in Poland, maintained until December 1, 2020, included individuals declared insolvent, partners responsible for personal assets, or individuals deprived by the court of the ability to conduct business activities on their own account. By disclosing this information, creditors could avoid establishing legal relationships with unreliable entities.

The National Court Register in Poland serves two main functions: an informational function and a constitutive (legal) function.

The informational aspect refers to providing the public with relevant information about the legal status, economic situation, representation of Polish companies, entrepreneurs, organizations, etc. The Polish National Court Register constitutes a nationwide database of entities participating in economic transactions.

The second aspect – the constitutive (legal) function – means that entry in the register is a prerequisite for acquiring full legal capacity and the ability to perform further legal acts. In other words, only after an entity (e.g. a company) has been registered can it operate fully as a legal entity.

Operating a business in the form of a company or another entity subject to registration requires not only entry in the KRS but also the timely updating of any data disclosed in the register. An entry in the register is constitutive and has legal effects, such as the creation of legal personality or eligibility to perform legal acts. Notably, any changes to the data disclosed in the register also need to be notified, under penalty of sanctions.

As a rule, entries in the business register of the National Court Register are made upon application by the entity concerned. Exceptions are situations in which specific provisions provide for an ex officio entry. Applications must be submitted on official forms, which vary depending on the legal form of the entity (for example, a different form is required for a general partnership than for a limited liability company).

Applications can be submitted:

• in paper form (in person or by post),
• electronically – via the "KRS Online" system, using a qualified electronic signature or trusted ePUAP profile.

The application must be submitted together with proof of payment. The applicant is obliged to pay a court fee and – if the entry is subject to publication – a fee for announcement in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy).

The obligation to update entries in the National Court Register applies to any change that affects the content disclosed in the register. Examples of changes that require notification include:

• changes in the membership of the board of directors,
• changes to a partner's surname,
• updates to the company's address details.

According to the regulations, the entrepreneur must report such changes within 7 days of their occurrence. Failure to meet this deadline may result in a fine of up to PLN 10,000, which may be imposed repeatedly until compliance. Responsibility lies with the members of the company's management board.

It is important to note that data disclosed in the National Court Register benefits from a presumption of accuracy – third parties may rely on the information contained in the register. Consequently, failure to update such data may result in serious legal consequences for the entity concerned.

For each registered entity, the court maintains paper-based registration files. These contain all documents constituting the basis for entries in the register, as well as specimen signatures of persons authorised to represent the entity.

The National Court Register is publicly accessible – anyone can access the registration records of entities registered in the KRS (at the relevant district court). Extracts from the KRS are available nationwide at the Central Information offices of the KRS. On the other hand, no one can claim ignorance of the information contained in the KRS.

Additionally, on the website https://wyszukiwarka-krs.ms.gov.pl/, you can search for entities listed in the National Court Register by company name or KRS number. Here, you can find basic data about the searched entity and freely download an electronic document (PDF) from the Central Information Office of the KRS, corresponding to the current extract from the registers of entrepreneurs and associations.