On 22 April 2013, the government submitted a bill on public registries of legal entities and natural persons to the Chamber of Deputies. A key component of the bill, in addition to the newly drafted Cadastre Act submitted to the Chamber of Deputies in February, is the so-called accompanying legislation for private law recodification.
The aim of the proposed legislation is not only to incorporate changes arising from the new Civil Code and Business Corporations Act, but also to create an independent system of public registries of legal entities and individual entrepreneurs. In addition to the commercial register, the legislation will also address the association register (pursuant to the new Civil Code, an association is the basic form via which both individuals and legal entities are associated), foundation register, institutional register, unit owners‘ association register and benevolent society register.
The greatest attention is understandably focussed on the commercial register. Structurally, substantive and procedural law have been harmonised (the Civil Procedure Code and Bill on Uncontested Judicial Proceedings are only applied as an alternative). Substantively, the law mainly takes up the current legal treatment, though it does introduce certain new features, chief amongst them the option of drafting notarial deeds. This method greatly speeds up the commercial register entry process (the notary shall draft a deed “without undue delay“, while the 5-day time-limit for the court continues to apply). In this case, recorded facts must be based on a notarial deed (the register entry may only be made by the notary who wrote the underlying deed). The applicant will choose the method of entry (i.e. via a court or a notary). Another new option is “pre-registration” of the name of a business corporation in the period between the foundation of the business corporation and the filing of the petition to enter. There are also minor changes pertaining to some recorded facts (e.g. the number of members of the statutory body of a business corporation will be entered in the register) or documents lodged in the collection of documents.
The act should enter into force on 1 January 2014.