National Court Register

The Polish National Court Register (Krajowy Rejestr Sądowy, KRS) is a public register in Poland containing information on companies and other entities subject to mandatory registration. It has operated since 1 January 2001 under the Act of 20 August 1997 on the National Court Register. The register is maintained electronically by designated district courts acting as commercial courts.

KRS data can be used to verify, among other things, an entity’s name, registered office, legal form and rules of representation, as well as information concerning liquidation or bankruptcy proceedings. The official KRS search service in Poland allows users to check an entity and obtain information corresponding to a current or full register extract free of charge, without creating an account.

Under the Act on the National Court Register, the KRS comprises three registers:

• the business register (rejestr przedsiębiorców);
• the register of associations, other social and professional organisations, foundations and independent public healthcare institutions;
• the register of insolvent debtors.

The last of these now has primarily historical significance. It should not be confused with the National Register of Debtors (Krajowy Rejestr Zadłużonych, KRZ), which operates in Poland as a separate public register.

The business register within the Polish KRS includes, among others, general partnerships, professional partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies, simple joint-stock companies and joint-stock companies.

It also covers other entities specified by Polish law, including cooperatives, state-owned enterprises and branches of foreign entrepreneurs operating in Poland.

What information is contained in the six sections of the KRS?

Information on entrepreneurs registered in the Polish KRS is organised into six sections. The scope of information disclosed depends on the type of entity.

When checking a business partner in Poland, particular attention should be paid to Section II. It allows users to establish not only who is authorised to represent a company, but also whether a particular person may act independently or whether joint representation is required.

A separate part of the Polish KRS covers associations, other social and professional organisations, foundations and independent public healthcare institutions. Entities specified in the relevant legislation are subject to registration.

The register of insolvent debtors (Rejestr Dłużników Niewypłacalnych, RDN) contained information on certain categories of debtors and persons subject to court-imposed prohibitions on conducting business activity. Today, it is primarily of historical significance, and earlier entries are subject to the removal rules laid down in the Act on the National Court Register.

Since 1 December 2021, the National Register of Debtors (Krajowy Rejestr Zadłużonych, KRZ) has operated in Poland as a separate public register maintained by the Minister of Justice. It contains, among other things, information on bankruptcy and restructuring proceedings, prohibitions on conducting business activity and certain cases of unsuccessful enforcement.

A business partner check in Poland can therefore be supplemented by consulting the public section of the KRZ. Information can be viewed there free of charge without logging in.

The Polish National Court Register primarily performs an informational function and a legal function, sometimes referred to as a constitutive function.

Its informational function consists in making data on entities participating in legal and commercial transactions in Poland publicly available. The KRS makes it possible to verify their status, legal form, rules of representation and other disclosed information.

The legal effect of an entry depends on the type of entry. Not every entry in the KRS has a constitutive effect, meaning that a particular legal consequence arises only upon registration.

For example, a Polish limited liability company acquires legal personality upon its entry in the KRS. Other entries are declaratory and disclose a legal situation that arose earlier, such as a change in the composition of the management board.

This does not mean that every company is unable to act before registration. A capital company in formation (spółka kapitałowa w organizacji) may acquire rights, incur obligations, sue and be sued in its own name, subject to the rules laid down in the Polish Commercial Companies Code.

Operating a business in Poland in a legal form subject to registration in the KRS involves not only the initial registration obligation but also the subsequent obligation to report changes.

Information that may need to be updated includes, among other things, address details, the composition of governing bodies, rules of representation, information on commercial proxies and the scope of business activity.

Since 1 July 2021, applications concerning the business register within the Polish KRS must be submitted exclusively in electronic form. This applies both to initial registration and to subsequent applications concerning amendments or removal from the register. A paper application is not an alternative method of registering an entrepreneur in the business register.

Depending on the type of case and the manner in which the company’s articles of association were concluded, the following systems are used:

• Court Registers Portal (Portal Rejestrów Sądowych, PRS) – for submitting electronic applications and documents to the registry court, including applications to register companies whose articles of association were executed before a notary;
• S24 system – allowing the registration of a limited liability company, general partnership, limited partnership and simple joint-stock company using standard templates provided in the system. The system also allows certain applications for amendments to registered information to be submitted.

The application must be signed by persons authorised under the applicable legislation or by a duly authorised representative. Electronic proceedings allow the use of a qualified electronic signature, a trusted signature (podpis zaufany) or a personal electronic signature (podpis osobisty).

The required attachments depend on the entity’s legal form and the type of entry requested.

Different rules apply to entities entered exclusively in the register of associations and foundations and not in the business register. Paper applications are still permitted for these entities.

The court fee depends on the type of application and the procedure used. For a Polish limited liability company, the standard fees are:

These are court fees and not the total cost of incorporating a company in Poland or implementing changes. Additional costs may include notarial fees and stamp duty associated with filing a power of attorney.

As a general rule, an application to register a change in the Polish KRS must be submitted within 7 days of the event giving rise to the entry, unless a specific provision establishes a different deadline.

This obligation may concern, for example, the appointment or dismissal of a management board member, a change in the company’s address, the granting of a commercial power of attorney or a change in information concerning a partner or shareholder that is disclosed in the register.

Failure to file the required documents may result in the registry court initiating proceedings to compel compliance. The court may set an additional deadline for fulfilling the obligation, and continued non-compliance may result in a fine. Fines may be imposed repeatedly.

Keeping registered information up to date is also important in dealings with business partners in Poland. Information disclosed in the KRS is generally presumed to be correct, and failure to comply with registration obligations may result in liability for any damage caused.

The KRS is a public register in Poland. Information can be obtained through the official electronic services provided by the Ministry of Justice and through the Central Information Office of the National Court Register.

No legal interest needs to be demonstrated in order to carry out a basic check on an entity or obtain publicly available documents online.

How can you check a company in the Polish KRS?

The official KRS search service provided by the Polish Ministry of Justice allows users to find an entity, among other methods, by its name or KRS number. Users can then obtain free information corresponding to:

• a current extract (odpis aktualny) – showing the information currently disclosed in the register;
• a full extract (odpis pełny) – also containing deleted information, making it possible to trace the history of registered entries.

No account is required to search for or obtain this information.

Access to registration files

Electronic registration files of entities entered in the business register of the Polish KRS can be viewed using the KRS registration files browser (Przeglądarka akt rejestrowych KRS, RAR).

These files contain documents connected with registration proceedings, rather than only the information shown in a KRS extract. Older paper documentation may not be available online. In such cases, the files held by the competent registry court in Poland must be consulted.

Financial statements in the KRS

Financial documents of entities entered in the business register of the Polish KRS can be viewed free of charge using the financial documents browser. The entity’s KRS number is required to search for documents, but no login is necessary.

Entities required to file financial statements with the KRS submit them electronically. As a general rule, annual financial statements must be filed within 15 days of their approval, together with the required accompanying documents.

Failure to approve the financial statements within the statutory deadline does not remove the filing obligation. Separate rules apply in such circumstances.

The Repository of Financial Documents (Repozytorium Dokumentów Finansowych, RDF) is used for the free filing of documents, provided that the requirements applicable to this procedure are met.

Filing documents through the RDF is not the same as submitting an ordinary application to amend a company’s registered information.