Błażej Sarzalski

attorney-at-law

Attorney, registered in the Regional Bar in Katowice, CEO at Sarzalski Consulting Sp. z o.o., an expert in a field of formation of commercial companies, corporate law, promissory notes and litigation.
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Major changes in company registration process in Poland

Błażej Sarzalski29 June 2021Komentarze (0)

Although it has been postponed many times, it all seems that from July 1, 2021, the National Court Register will face epochal changes. Electronic proceedings will be fully applicable to the extent other than those relating to the register of associations and foundations. Although it is not fully known how it will look in practice, we can already say a few words about it and this will allow you to prepare better for what awaits you in case you are thinking of company registration in Poland. From July 1, the procedure for entry into the National Court Register will go fully online, without any paperwork. Does it meen it will be more straightforward and hassle free?

The basic principle of a new procedure will be two-way communication between the court and the applicant in electronic form. In particular, all applications relating to an entity subject to entry in the register of entrepreneurs are submitted only via the electronic system. This, of course, also applies to a limited liability company. Therefore, applications for entry, as well as for changes to the entry, will be submitted only via the Internet. If the application is submitted on paper, it will be returned. Similarly, we will submit online complaints against referendaries’ decisions and appeals. The only exception are actions before the Supreme Court.

What about paper documents in the electronic procedure of the National Court Register?

If you ask yourself this question, you have the right instinct. After all, many activities in a limited liability company are carried out in a traditional form. The articles of association are often concluded before a notary, just like all its amendments. The agreement for the sale or donation of shares must be made in writing and the signatures must be notarized. Many resolutions and documents submitted to the National Court Register are recorded in writing. This applies, for example, to the appointment and dismissal of management board members or an increase in the share capital without changing the articles of association.

Not too bad when it comes to a notarial deed. Here, the legislator explicitly provided that if a notarial deed should be attached to the application, after providing its number in the Central Repository of Electronic Extracts of Notarial Deeds, this document will be automatically downloaded by the IT systems of the National Court Register and attached to the application. The problem arises when we are not dealing with notarial deeds, but with documents that are not of this nature, e.g. share sale agreements or shareholders’ resolutions.

Two ways of folding “paper” documents

As for documents other than notarial deeds, there are two ways of submitting them:

an electronic copy prepared by a notary public or a representative acting in the case who is an attorney (professional representative) – if the notary public or a professional representative representing the party in the proceedings makes an electronic copy of the document and affix it with a secure electronic signature or a trusted profile, the court will recognize such a copy of the document (scan) as a full-fledged copy of the document document,
(almost) electronic copy – if you do not use the services of a notary public or a professional attorney, you can attach a scan of the document to the application, however, within 3 days from the date on which you submit the electronic copy to the National Court Register, you are obliged to send the original document or its certified copy / extract officially to court in a traditional form.

Either way, it is better to use professional help and ask an attorney.

Signing electronic applications

Applications to the electronic register of entrepreneurs of the National Court Register can be signed in two ways. The first, free and common, is the ability to use the trusted EPUAP profile for this purpose. It should be remembered that the obligation to sign an application for entry in the register will always be borne by all members of the company’s management board. Therefore, if one of them does not have a PESEL number or a trusted profile, you should use the help of an attorney. The second way is to use a commercial qualified signature.

Will the changes to the National Court Register really come into force on July 1, 2021?

So far, everything indicates that it will succeed this time and the Ministry of Justice will not once again postpone the date of implementing the changes in the National Court Register. However, life writes various scenarios and I expect that even if the regulations enter into force on July 1, 2021, general chaos will reign at least for the first few days of July. I also expect that the IT system will be burdened with many disadvantages of childhood. So if you want a problem-free entry, consider submitting a paper application before July 1, 2021.

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