Evidence of Transformation Process Effects

The obligation to enter in the relevant register is required to conduct an economic activity.

According to Article 17(1) Act of 6 March 2018 Business law (hereinafter referred to as ‘PrPr’), business activity may be undertaken on the date of the application for entry in the Central Register and Information on Business Activity or after entry in the Register of Entrepreneurs of the National Court Register, unless otherwise specified in the specific provisions.

In turn according to Article 3 Act of 20 August 1997 The National Court Register shall include entities under which the laws require an entry in that Register (‘the NRA’).

The mandatory entry in the National Court Register is primarily covered by commercial companies acting on the basis of the provisions of the Act of 15 September 2000 – Code of commercial companies, both partnerships and equity companies (‘KSH’)[1].

According to Article 4(1) The entrepreneur is a natural person, a legal person or an organisational entity not a legal person, whose separate law confers legal capacity, carrying out an economic activity. Therefore, each entrepreneur, depending on the legal form of his business, will use certain registration numbers. These numbers closely related to a particular entrepreneur will serve to identify it not only on the market in which it operates, but above all to identify it by various types of state authorities.

The key registration number on the basis of which the trader is identified in the official registers is the NIP number. According to Article 20(1) PPR, the identification of the entrepreneur in the official registers is based on the tax identification number (NIP). Each entrepreneur, regardless of its legal form and the relevant register (KRS or CEIDG), has a tax identification number.

Another registration number is the entry number in the official register of entities of the national economy (the so-called REGON number) maintained by the President of the Central Statistical Office. According to Article 42(1) Act of 29 June 1995 on public statistics (hereinafter referred to as ‘the SP Act’), the national official register of entities of the national economy, hereinafter referred to as ‘the entity register’, shall comprise:

• 1) legal persons;
• 2) organisational units without legal personality;
• 3) natural persons engaged in economic activities.

In view of the multiple numbers used by economic operators, it is therefore not surprising that one of the first questions asked by the Clients in the framework of planned transformations or reorganisations of the Companies are questions about the possibility of keeping the existing numbers.

Companies governed by commercial law may be subject to transformations regulated under KSH such as merger, division or transformation. The legislature also provides for the possibility of transforming an entrepreneur who is a natural person conducting an economic activity into a single-member capital company (Article 551(5) KSH).

Subject to Article 12(1)(2)) Act of 13 October 1995 on the rules on the registration and identification of taxable persons and payers (hereinafter ‘the ZEIPP Act’):

The NIP assigned to the taxable person shall not be succeeded, except:

(…)

1. transforming a civil company into a commercial company or a commercial company into another commercial company;

(…)

In turn according to Article 12(1a) that law for tax purposes for the transformation referred to in section 1 point 2, The entry of a civil company in the register on the basis of Article 26(4) Act of 15 September 2000 - Commercial Companies Code (Journal of Laws of 2024, items 18, 96).

The ZEIPP Act therefore clearly shows that the principle is the non-transferability of the NIP. However, the legislator points out, as an exception to the above rule, that the entity's behaviour of the NIP number will only be possible if:

• - the transformation of a civil partnership into a commercial company;
• - Transforming the commercial company into another commercial company.

Therefore, a contrario will not be possible (as a rule) to preserve the NIP if a merger, division, but also to transform an entrepreneur into a single-member capital company.

In turn according to section 12 section 7 Regulations of the Council of Ministers of 30 November 2015 on the manner and methodology of keeping and updating the national official register of national economic operators, models of applications, surveys and certificates (hereinafter ‘the Regulation’), the new REGON identification number shall not be given in the case of:

1) Conversions:

(…)

(b) commercial companies in another commercial company, (c) civil partnerships in a commercial company,

(…).

Thus, it is clear from the wording of the Regulation that the entity's conduct of the REGON number will only be possible if the commercial company is transformed into another commercial company or if the civil company is transformed into a commercial company. A contrario – similarly as with the NIP number, it will not be possible to maintain the REGON number (in principle) in the event of a merger, division, but also to transform the entrepreneur – a natural person into a single-member capital company.

Therefore, it is only possible for the company to retain the NIP and REGON numbers if the relevant provisions – whether ZEIPP or Regulations – permit this. At this point, however, another significant distinction should be made in terms of merger processes and company divisions.

In the current state of the law, the legislature distinguishes two types of connection:

• merger by acquisition (Article 492(1)(1) KSH) and
• merger by setting up a new company (Article 492(1)(2) KSH).

Conclusions on the succession of individual registration numbers (NIP, REGON, KRS) in merger processes are presented in the following table:

Connection by acquisition (Article 492(1)(1) KSH)

Merger by setting up a new company (Article 492(1)(2) KSH)

NIP Succession

Lack of succession of the NIP of the acquired company – the acquired company loses its legal entity The acquiring company does not lose its legal status and therefore does not lose its NIP number

Lack of NIP success by merging companies – all merging companies lose their legal existence Newly established company after entering the National Court Register will receive its individual NIP number

REGON Succession

Lack of succession of REGON number of the acquired company – the acquired company loses its legal entity The acquiring company does not lose its legal status, so it does not lose its REGON number

No succession of REGON by merging companies – all merging companies lose their legal existence The newly established company will receive its individual REGON number after entering the National Court Register

KRS success

Lack of succession of the number of entry in the KRS of the acquired company – the acquired company loses its legal entity The acquiring company does not lose its legal status and therefore does not lose its number in the KRS

Lack of success of the NRS by merging companies – all merging companies lose their legal existence The newly established company receives a new NRS number upon entry in the National Court Register ;

As part of the division processes of companies, the legislator distinguishes five possibilities:

• breakdown by acquisition (Article 529(1)(1) KSH)
• division by new companies (Article 529(1)(2) KSH)
• division by acquisition and establishment of a new company (Article 529(1)(3) KSH)
• breakdown by separation (Article 529(1)(4) KSH)
• breakdown by separation (Article 529(1)(5) KSH).

Conclusions on the succession of individual registration numbers (NIP, REGON, KRS) in the divisional processes of companies will be presented in the following table:

Breakdown by acquisition (Article 529(1)(1) KSH)

Division by start-up (Article 529(1)(2) KSH)

Division by acquisition and establishment of a new company (Article 529(1)(3) KSH)

Division by separation (Article 529(1)(4) KSH)

Division by separation (Article 529(1)(5) KSH).

NIP Succession

Lack of success of the split company's NIP number – the split company loses its legal existence The acquiring companies do not lose their legal status, so their NIP numbers are not lost.

Lack of success of the split company's NIP number – the split company loses its legal existence Newly established companies will receive their individual NIP numbers after their entries in the National Court Register

Lack of success of the split company's NIP number – the split company loses its legal existence The acquiring company does not lose its legal status and therefore does not lose its NIP number Newly established company after its entry in the National Court Register will receive its individual NIP number

Succession of the NIP number of the split company – the divided company does not lose its legal existence, so it does not lose its NIP number The acquiring company does not lose its legal status and therefore does not lose its NIP number Newly established company after its entry in the National Court Register will receive its individual NIP number

REGON Succession

Lack of succession of REGON number of the split company – the split company loses its legal existence The acquiring companies do not lose their legal status and their REGON numbers are not lost.

Lack of succession of REGON number of the split company – the split company loses its legal existence Newly established companies will receive their individual REGON numbers after their entries in the National Court Register

Lack of succession of REGON number of the split company – the split company loses its legal existence The acquiring company does not lose its legal status, so it does not lose its REGON number The newly established company will receive its individual REGON number after its entry in the National Court Register

Succession of REGON number of the divided company – the divided company does not lose its legal existence, so it does not lose its REGON number The acquiring company does not lose its legal status, so it does not lose its REGON number The newly established company will receive its individual REGON number after its entry in the National Court Register

KRS success

No succession of the entry number in the KRS of the split company – the split company loses its legal existence The acquiring companies do not lose their legal status and therefore the number of their entries in the KRS is not lost.

No succession of the entry number in the KRS of the split company – the split company loses its legal existence Newly bound companies shall receive new NRS numbers from their entry in the National Court Register respectively

No succession of the entry number in the KRS of the split company – the split company loses its legal existence The acquiring company does not lose its legal status and therefore does not lose its KRS number The newly established company receives a new NRS number when it is entered in the National Court Register

Succession of the KRS of the split company – the divided company does not lose its legal existence, so it does not lose its KRS number The acquiring company does not lose its legal status and therefore does not lose its KRS number The newly established company receives a new NRS number when it is entered in the National Court Register

It is therefore the principle of the lack of succession of registration numbers in merger and division processes, with fundamental differences depending on whether the merger or division results in the formation of a new company (a company) and whether the company involved in the merger or the division loses its legal existence.

Otherwise, the situation in the case of the company's transformation is different – the conversion does not change the number of REGON and NIP assigned to the company being converted, since exceptions to the principle of non-transferability are indicated in Article 12(1)(1)(2) NIP and section 12 section 7 point 1 points (b) and (c) of the Regulation. However, the company created as a result of the transformation will receive a new KRS number[2].

The retention of the NIP and REGON numbers will not be possible in the event of the transformation of a single-member business into a single-member capital company. The company will receive the indicated registration numbers of its own motion, after registration with the KRS.

The NIP, REGON and KRS numbers mentioned above are crucial for economic trade, in particular allowing for a positive or negative verification of the counterparty. It should be remembered that Commercial Law Companies may use other registration numbers (such as the registration number in the Register of Medicinal Activities) whose ability to succeed results from separate provisions.

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