Significant amendments to the Polish Act of 23 July 1997 on the National Court Register (the “Act on NCR”) and the Polish Commercial Companies Code came into force in December 2014 and January 2015. The changes aim to make the registration of companies faster, more business-friendly and less expensive. They also offer new ways to register and will reduce administrative costs. Firstly, the documentation required to register an entity and the procedure of making changes to the register have changed. Secondly, any non-active companies, especially those that do not submit statutory updates to the registry court, may be terminated by the court without liquidation proceedings.
The most important changes include:
- The possibility to register general and limited partnerships via the internet using an electronic application starting from 1 April 2016. Such registration will be faster and less expensive;
- Persons to be appointed to the position of Management Board member, liquidator and commercial proxy will now be required to consent to their appointment;
- A specimen signature certified by a notary public will no longer be required from Management Board members, liquidators and commercial proxies;
- Management Board members who are Polish residents will have to provide their address of residence and keep it updated;
- Entities that do not fulfil their statutory obligations, i.e. do not submit financial statements for more than two years, and consequently do not fulfil registration duties regardless of the court’s notifications in this respect etc., may be terminated by the court following a special procedure without their prior liquidation;
- Improving registration of limited liability partnerships via the internet;
- Improving the so-called “one window” rule regarding the registration of companies, i.e. submitting one application to the registry court will result in registration in the commercial register, social security institution and the tax office;
- A company is obliged to declare a maximum of 10 types of business activity, including its major business activity. As a result, after 1 December 2014 any application submitted to the court regarding a change to the company’s registered data must additionally update the company’s declared business activity.
These changes are part of the Polish government’s deregulation programme, which aims to cut red tape and reduce the costs and formalities of setting up a business in order to support entrepreneurship in Poland and create the best environment in Europe for conducting business activity.