Most provisions on the dematerialisation of shares only enter into force 1 January 2021, However, the company and shareholders to the end 2020 They must take a number of measures to prepare for the entry into force of the amendments.
In an article previously published [1] outlined the problem of the amendment [2] Act dated Commercial Companies Code dated 15 September 2000 (Journal of Laws, item 1037, i.e. dated 22 February 2019, Journal of Laws of 2019, item 505, hereinafter referred to as ‘k.s.h.’), which imposed an obligation for non-public limited liability companies and limited liability companies to dematerialise shares.
To 30 June 2020 the general meeting of the company should select the entity to keep the register of shareholders
To date, the above-mentioned obligation has only been incumbent on a public company, which under the current provision of the Public Offering Act is a company of which at least one the share is admitted to trading on a regulated market or marketed on an alternative trading venue in the territory of the Republic of Poland [3] .
Valid time limits
To 30 June 2020 the general meeting of the company should select the entity to keep the register of shareholders. By that date, the company will also be obliged to conclude a contract for the provision of a register service with a qualified entity. Dematerialisation of shares can be entrusted to brokerage houses, trust banks or the National Securities Depository.
Then, after the selection and signature of the contract with the entity that will keep the shareholder register, also until 30 June 2020 the company should send shareholders first calls for the submission of stock documents to the company. The company should address the above-mentioned calls to shareholders five times, which may not be made more than one month apart or less than two weeks. This means that the final call should be addressed to the shareholders of the company at the latest by 31 October 2020
To the end 2020 there should be a transfer to the company of all the documents of shares held so far by the shareholders and of the necessary data to the entity which will keep the register of shareholders.
The applicable validity of the shares issued by the company expires from the date of 1 January 2021 On the same date, they shall have legal effect in the register of shareholders and in the case of a company which is not a public company within the meaning of the Amended Act or the entries of shares in securities accounts (in the case of dematerialisation of shares by the National Securities Depository).
It's the day 1 January 2020 non-public limited liability companies and limited liability companies, as added to Article 5 k.s.h. section 5, they should keep their own websites and also publish on these pages, in places separated by communication with shareholders, required by law or their statutes notices from companies, e.g. (any entries in the Register of Entrepreneurs of the National Court Register, changes in share capital, announcements related to conversions).
Penalties for non-compliance
The persons entitled to conduct and represent the company may suffer the consequences of failing to call on shareholders to deposit the documents of shares or failing to do so. In accordance with the procedure envisaged for this, a fine may be imposed on the company to 20,000 PLN. The same penalty shall be imposed in case of failure to conclude a shareholder register agreement or a securities deposit registration agreement in accordance with the provisions of the Act.
[1] Article available at https://www.russellbedford.pl/aktualnosci/zmiany-w-prawie/item/1365-dematerializacja-akcji-spolek-akcyjnych-i-komandytowo-akcyjnych-ma-wzmocnic-bezpieczenstwo-obrotu.html
[2] Act amending the Act - Commercial Companies Code and some other Act dated 30 August 2019 (Journal of Laws of 2019, item 1798)
[3] Public Offering and Conditions for the Introduction of Financial Instruments to Organized Trading and Public Companies Act dated 29 July 2005 (Journal of Laws, item 1539)
Author: Hanna Żołnierkiewicz
Lawyer in the Legal Department. From 2017 associated with Russell Bedford Dmowski & Partners Law Firm Sp.k. He has experience in legal services to entrepreneurs in terms of merger, division and transformation of companies, bankruptcy, restructuring and capital market law. He runs the day-to-day handling of commercial law companies, including drafting corporate documentation, both in Polish and English. He also represents clients before the general courts in economic and civil law cases.