Fine for neglecting the obligations related to applications for entries, changes to entries or their deletion or omission of the obligation to submit reporting documents to the National Court Register, are not the only consequences that forgetful entrepreneurs may face.
The registration court also has legal instruments enabling the company to be dissolved and the establishment of liquidators, and in some cases even the dissolution of the company without carrying out liquidation proceedings.
Forced dissolution of the company with liquidation only after fine
In principle, the registration court First, calls for the performance of its duties, subject to the application of the fine provided for in the legislation Act dated 17 November 1964 - Code of Civil Procedure on the enforcement of non-monetary benefits.
The registry court will, of its own motion, initiate proceedings for the dissolution of an entity entered into the National Court Register without carrying out winding-up proceedings, where no annual accounts have been submitted for 2 subsequent rotary years
However, if, despite the application of the fine referred to above, a personal commercial company (i.e. for example a public company or a limited partnership) still does not fulfil the obligations it is obliged to fulfil and to which the registration court has called for it, the registry court may, of its own motion and for important reasons, decide to terminate the company and establish a liquidator.
Forced solution without winding-up
A catalogue of cases on the basis of which the registration court initiates proceedings of its own motion to terminate an entity entered in the National Register of Entrepreneurs without carrying out winding-up proceedings has been established under Article 25a(1) National Court Register Act.
For forgetful entrepreneurs, however, it is important above all Article 25a(4) The KRS. According to that provision, the registration court will, of its own motion, initiate proceedings for the dissolution of an entity entered into the National Court Register without carrying out winding-up proceedings where, despite a request from the registry court, no annual accounts have been submitted for 2 the subsequent trading years.
In order to be free from such disadvantages, the requested entity should demonstrate that it has or is in fact still in possession of assets in the course of its activities, since the registration court shall revoke proceedings for the termination of an entity entered in the register without carrying out winding-up proceedings where it is established that the entity in respect of which the proceedings are carried out has a marketable asset or actually carries on an activity.
Overtime with the Treasury
In view of the above, it is worth noting the fulfilment of the obligations arising from being an entrepreneur entered in the National Court Register, especially if the entity is removed from the register, The State Treasury acquires free of charge the property remaining from the register of the entity, whatever the reason for the deletion. Upon removal from the register, the Treasury shall also be liable from the acquired property for the obligations of the entity removed from the register.
However, partners, members of cooperatives and other persons entitled to participate in liquidation assets may exercise their rights only if they represent at least the total two third votes and show that all creditors have been satisfied or secured.
Author: Michał Skwarek - Council applicant in the legal department Russell Bedford Poland. Graduated from the Faculty of Law and Administration of the University of Warsaw.