Amendments to the rules for information published in the Commercial Register went into force on 1 December 2014. The changes are designed to deformalize and expedite the procedure for registration of companies, making it easier to establish a company and to update the information published in the register.
With these changes, the Polish Parliament sought to increase the effectiveness of the “one-stop shop” rule introduced in 2009, which had not lived up to the expectations of business owners.
For companies registered from 1 December 2014 forward, the registration application filed with the National Court Register (KRS) also serves as an application for issuance of a tax identification number (NIP) and a statistical number (REGON). The district courts maintaining the KRS entries in their IT system transmit the basic information about the entity to the relevant tax and statistical offices electronically. Upon receipt of the NIP and REGON numbers, the district court immediately enters them in its own system. This means that businesses do not have to file a separate application for issuance of these numbers with the registry court. In this respect, the amendment also covers limited-liability companies established online (known as “S24”—i.e. “24-hour company”).
This not only truly speeds up the moment when a new company can begin operating, but also reduces the number of required documents and reduces registration costs accordingly. For example, when registering a company or changing the name, it is no longer necessary to file two separate copies of the articles of association, for the court and the tax office. All of the information in the application for registration or amendment of the existing entry is provided to the other state offices.
The amended regulations allow information to be shared electronically not only between the court and the tax office and statistical office, but also between the tax office and the Social Insurance Institution (ZUS).
In the case of data required by the other offices but not in the possession of the registry court, companies must submit the missing information for the tax and statistical records within 21 days after registration with KRS.
Limited number of business classifications published in the register
Another significant change for companies is a limitation on the permissible number of items concerning classification of the subject of the company’s business published in the National Court Register. Under the new wording of the regulations, the Commercial Register entry for the company cannot list more than 10 areas of activity according to the Polish Classification of Activity (PKD), with one predominant subject of activity listed at the level of a PKD subclass. Currently registered companies have a grace period of 5 years from entry into force of this change to adjust the number of items published in the register to comply with the new limit (i.e. by 1 December 2019 at the latest).
To this end, the first time a company submits an application to the registry court to amend any of its data after 1 December 2014, it must enclose Form KRS-ZM to adjust the listing of PKD items to comply with the new regulations and indicate one PKD subclass as its predominant area of activity. Otherwise, the court will reject the application for entry of the other changes, thus delaying the procedure.
The new regulations do not require companies that are already registered to amend their articles of association and incur the costs that would require. Newly established companies may also include more than 10 PKD items in their articles of association. The limitation applies only to the number of items published in KRS.
The regulations limiting the number of PKD items listed in the register do not say, however, what would happen if a company performs activity listed in its articles of association but falling outside of the PKD items listed in the register. It does not appear in that case that the court would impose a fine on the company under the National Court Register Act. Companies should therefore be able to conduct business in more areas than listed in the public register without incurring any legal consequences, so long as the activity falls within the scope of business stated in the articles of association.