Anyone sentenced and entered into the National Criminal Register will no longer appear in the company register, according to a draft amendment approved last week by the Council of Ministers.
The Commercial Companies Code already sets out the necessary qualifications for being a member of a company’s leadership, including the management board and the supervisory board. There is a five year ban for anyone convicted of crimes as forgery, fraud, bribery, misrepresentation or abuse of trust inflicting a severe damage.
The ban starts from the date on which the sentence becomes final and no longer capable of being appealed. However, the registry courts are currently unable to verify the convictions of a proposed director.
The problem is that the National Criminal Register and National Court Register (where company data is entered) are not connected in any way that allows automatic access to criminal records. This means that those with existing convictions still get registered as directors, while others are not deleted when their conviction becomes final (as in the case of the CEO of Amber Gold Sp. z o.o. in summer 2012). This causes numerous cases where attempts are made to annul decisions taken by ineligible directors.
Under the proposed new system:
- any candidate’s data will automatically be verified in the criminal database before it is entered into the commercial register;
- the criminal database will automatically send an update whenever someone is convicted, so that the ineligible director can be deleted by the registry court.
The release of a draft amendment is just the start of the legislative process. It must undergo the full parliamentary procedure before it becomes law but, given its widespread acceptance, is likely to survive unchanged and come into effect largely from 15 January 2013.
Law: draft amendment to the National Court Register Act and the National Criminal Register Act, approved by the Council of Ministers on 20 November 2012.