Prepared amendments to the Commercial Registers Act (KRS)

The Ministry of Justice submitted proposals to amend legislation on commercial registry and related bills that are now open for public consultation. The proposals are aimed at improving the availability and quality of business registration within Commercial Registers Act (Krajowy Rejestr Sądowy – KRS).

The proposed amendments of business registration includes a broad range of changes that will become effective from 2015 until 2017. The creation of a generally accessible KRS web portalis planned for the first quarter of 2017 (for more information see below). But conditions for storing notarised deeds will not be met until 2019.

Changes without technical modifications will become effective very soon after amended act takes effect, two weeks after the new legislation becomes into force.

The changes proposed by the Ministry of Justice (KRS) are part of the draft amendment. That means these changes will define the beginning of legislative work. In view of the issues included in the draft amendment, there is a real possibility that the new legislation will become effective in 2015.

Summary of the key changes made by National Court for registering businesses, included in the prepared amendments to business registration law and related legislation:

• Registered information will be generally accessible. This means the establishment of a public KRS web portal enabling the public to access all submitted court documents. Entries in the commercial register will no longer be announced in the Court and Economic Monitor (Monitor Sądowy i Gospodarczy);
• The business registration process (KRS) can be monitored and tracked continuously. Judicial decisions will be announced immediately through a so-called Newsletter;
• Access to registered documents will be given on the basis of the same principles as previous (when printing a document from the search engine of the Ministry of Justice (KRS), concerning commercial registration issues);
• 6 months after the entry comes into force, the proposed amendments making itobligatory to submit financial reports and annual account by electronic means, will become effective (after that in a phased manner for all applications for registration). This should result in an easier processto access all registered documents. Registry courts will communicate electronically with applicants;
• An electronicstorage for notarised deeds will be created. An applicant will be able rely on filed documents and the court will submit it accordingly;
• Authorised persons (agents) have to provide a criminal record document (according to Art. 18 § 2 K.s.h.);
• Legal solutions created will always work, even after problems, and there aredeletions from the commercial register (KRS) i.e. remaining assets, these will be provided regardless of the underlying cause or type of the deletion;
• Simplified steps to the liquidation of so-called inactive companies will be established (companies without assets which does not have business activities);
• All collection procedures without any prospects of success, will be abolished;
• Companies that are registered in the National Court Registry (KRS) and which have not moved to the new commercial registry by 31st December, 2014 will no longer exist as separate legal entities and their assets will revert to the state. In these cases the state will be liable for any debt, limited to the amount of the assets;
• Problems concerning the transfer of companies will apply to about 100,000 incorporations and 60,000 to 80,000 other entities (for example foundations and associations);
• Law on the appointment of public administrators and their powers will be changed. Courts can also become active if companies have no more authorised bodies.

Source: Gazeta Podatkowa, 01 September, 2014