The National Court Register has been in operation since more than 17 years. At that time he became surely one from more important sources of information about entities which, in the legal trade, are widely credited with a copy from the KRS.
The ten-year practice of the National Court Register and the assessment of its effectiveness led the legislator to consider that the legal arrangements adopted in the KRS Act do not meet the current needs of economic trade. Therefore, in order to increase the efficiency of the register court and the reliability of the register, from the date 15 March 2018 several key changes have been made.
The positive solution to the amendments is that, in the event of a change in the addresses for service only, such amendment will be exempt from the obligation to pay the court fee. Furthermore, the addresses (both the members of the body authorised to represent and the persons obliged to select the board of directors) will not be entered in the register. These addresses will only be attached to the records.
The recent novelty in the way the accounts and financial documents are submitted to the National Court Register is not the only significant change resulting from the amendment of the National Court Register Act. In this article, I will draw attention to further issues which entrepreneurs must remember when applying for entry into the National Court Register.
Obligation to add approval to the National Court Register of persons representing an entity entered in the Register, liquidators and prosecutors
First, it should be indicated that the revised Article 19a The National Court Register Act requires persons applying for an alert, persons representing the entity and liquidators and prosecutors to attach a declaration giving consent to the appointment. However, the requirement to attach a consent declaration shall not apply where:
- •
- the application for an alert shall be signed by that person,
- •
- their consent has been authorised to enter the alert,
- •
- the consent of the person subject to the alert has already been granted in the minutes or in the articles of association.
Obligation to submit address information to the registration court by certain categories of persons
Importantly, the above entities should also include an address for service. Each change of address requires a notification of a change to the KRS, without notification of a change will result in service to the address previously indicated. This amendment aims to improve the effective service of calls or decisions addressed to the members of the body entitled to represent.
In addition, Article 19 a section 5d The said Act requires that the notification of a capital company to the Register be accompanied by a list including the name and address for service or the company or the name and seat of the members of the bodies or persons entitled to appoint the Management Board.
Where the partner is a legal person, the names and addresses of the members of the body authorised to represent that legal person shall be provided. Any change to those persons and the data of those persons shall be notified to the registry court by submitting a new list.
The purpose of the regulation is to create mechanisms to force the persons responsible for the choice or appointment of a body authorised to represent capital companies to fulfil their obligations. It must be borne in mind that in order for any proceedings against the persons designated to be effective, the registered court must be in possession of the addresses of those persons.
Notification of address changes free of charge
It should be noted that the entities already entered in the National Court Register will also have to provide addresses for service at first the application submitted from the date of 15 March 2018 This obligation must be fulfilled by the date 15 October 2019, so within 18 months until the entry into force of the amendment.
In the event of any change affecting these persons, this shall be notified to the registry court. However, it is not enough to give only the scope of this change – a new list is required, even if data relating to only the change is required. one with a few people.
Please note that until notification is made, a change in the delivery address is made to the address reported to the register records.
In principle, knowing the addresses should not be problematic for the company. As regards the limited liability company, the addresses of the shareholders should be included in the company's holding book (Article 188(1) k.s.h.). In the case of capital company bodies, the address of the members of these bodies should not be a major problem for the company.
The positive solution to the amendments is that, in the event of a change in the addresses for service only, such amendment will be exempt from the obligation to pay the court fee. Furthermore, the addresses (both the members of the body authorised to represent and the persons obliged to select the board of directors) will not be entered in the register. These addresses will only be attached to the records.
Certainly, these changes should be considered beneficial if we take into account in particular the safety of trade, the efficiency of the so-called coercive procedure and the interests of creditors.
Author:
Ewa Buchowiecka
Lawyer. At Russell Bedford deals with comprehensive legal and process services of economic operators, including the handling and consulting of construction investments. He has experience in civil, economic and labour law, as well as in the creation and transformation of commercial law companies.
Graduate of postgraduate studies in Tax and Economic Criminal Law conducted at the Jagiellonian University Department of Criminal Law. During her professional practice, she published opinions and articles on industry magazines and websites and collaborated as editor in C.H. Beck's publishing house.