Amendment to the National Court Register Act which entered into force 1 December 2014, has imposed on the entities listed in that register an obligation to adapt the items of activity disclosed therein by indicating not more than ten the position of the Polish Activity Classification (PKD), including an indication one the subject-matter of the activity at the level of the parent sub-class, except that in the case of branches of foreign business, the main branches of foreign insurance undertakings and the main branches of foreign reinsurance undertakings, the subject-matter of the activity and the overriding business of the branch should be determined.
In accordance with the above mentioned amendment, these entities are required to notify a change in the subject matter of the activity with first a request to change the data in the KRS, but no later than the deadline 5 years after the entry into force of the amendment. This means that as of 1 December 2019, and so in the near future, the registration courts will be able to take advantage of compulsory proceedings against entities that have not met this requirement.
The instrument which provides for the National Court Register Act, aimed at enforcement by the registry courts of that update, is a coercive procedure
Reasons for amendment
Prior to the amendment, the entrepreneur, when registering an entity in the National Court Register, often indicated an extended scope of activity which, however, was not actually reflected.
This was a practical solution that reduced formalism and costs when the entrepreneur in question actually changed or expanded the subject matter of the activity. In addition, entrepreneurs offering the sale of so-called "ready-to-go" companies, defining their subject-matter during registration, artificially expanded it.
Such a procedure aimed at offering companies as wide a range of potential customers as possible.
In accordance with the principle of reliability of the information contained in the KRS, the information disclosed in the register is presumed to be true. Therefore, this information should reflect the reality. The legislator, among others, limiting the number of PKD items disclosed in the KRS gives expression to the above principle.
This does not mean that traders in a contract or in a charter will not be able to accept a wider range of activities. Furthermore, where the subject matter of the activity is derived from a company’s contract, instrument of incorporation or statutes, the notification shall not require them to be amended.
Penalties from 1 December 2019
The instrument which provides for the National Court Register Act, aimed at the enforcement by the registry courts of this update, is a coercive procedure.
According to Article 24 if the application for entry in the Register or the documents whose submission is compulsory has not been filed despite the expiry of the time limit, the registration court shall call on those obliged to submit them - setting out an additional 7-the date of the day. The court shall apply the fine in force.
In the event of default within the time limit, the registration court shall impose a fine in the order. Amount of the fine imposed in a single decision must not exceed 15,000 PLN unless twice the fine was unsuccessful, third a decision and another may impose a fine which exceeds 15,000 PLN.
However, the total amount of fines imposed in a single case cannot exceed 1,000,000 PLN.
Fines may be imposed on the obliged persons, i.e.: those having the right to represent the shareholders of the public company, the subcontractors of the limited partnership and limited partnership, partners of the partner company, members of the board of directors of the Polish limited liability company. and the joint stock company, as well as the director of the state company or the director of the research institute.
It is worth emphasizing that the fine is a forceful rather than a penal, and that the unpaid fine is released after the obligation has been fulfilled.
It is true that the adaptation of information on the activities of the National Court Register should take place with first a request to change the data in the KRS, but it may happen that the registry court will not call on the trader to do so either.
This was the case for entrepreneurs who submitted only the correct forms to register courts and were not therefore called upon to fill in the deficiencies.
5-Whereas the summer transitional period will soon be over, it is important for entrepreneurs who have not yet updated their activities in the KRS to submit an appropriate form to take account of the amendments made.