On 1^st July 2021 in Polish jurisdiction a revolutionary change has taken place. Namely, there has been amended an Act on the National Court Register (Journal of laws of 2021, item 112 as amended).[1] The amendment is about an introduction of an electronic registration procedure. Especially the form of filing applications for the entry in the Register of Entrepreneurs of the National Court Register will be changed.[2] The amendment mainly concerns the registration issue of the limited liability company and the partnerships.

The National Court Register Act amendment is caused by a necessity to implement the European Parliament directives and the EU’s Council directives on some of the company law aspects (2017/1132 EU; 2012/17/ EU, etc.).[3] The issue of the adaptation to the European Union law can be found in the first article (art.1) of the Amendment Act of the National Court Registration Act.

“Art. 1 point 1

In the Act of 20 August 1997 on the National Court Register (Journal of Laws of 2017, item 700, 1089 and 1133) is amended as follows:

1) the following section 3 shall be added to Article 1:

(3) The register shall form part of the system of interconnection of registers referred to in 22 of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law (Official Journal of the EU L169 of 30.06.2017, pp. 46-127), hereinafter referred to as the ‘system of interconnection of registers.”[4]

In the Amendment Act we can read inter alia on the new competences of the Minister of Justice, Central Information Organ, the rules of the new electronic procedure in the National Court Register with its exceptions and the entire procedure of registration.[5]

The legislation path of the first Amendment Act can be found under the following link: https://www.sejm.gov.pl/Sejm8.nsf/PrzebiegProc.xsp?nr=2067.

The legislation path of some amendments in the previous Act and the Amendment Act can be found under these links: http://orka.sejm.gov.pl/opinie9.nsf/nazwa/45_u/$file/45_u.pdf (an Amendment Act, article 12); https://www.sejm.gov.pl/Sejm9.nsf/PrzebiegProc.xsp?nr=45 (a legislation path).

The legislation path in the previous Act and the Amendment Act can be found under these links: http://orka.sejm.gov.pl/opinie9.nsf/nazwa/687_u/$file/687_u.pdf (an Amendment’s Amendment Act, article 9); https://www.sejm.gov.pl/Sejm9.nsf/PrzebiegProc.xsp?nr=687 (a legislation path).

This complicated and overlong time of legislative procedure is caused by the postponement of the entry into force of provisions in successive laws. That’s why the laws about the electronic National Court Register were passed by the Polish Parliament Lower Chamber Sejm in 2018 and did not come into force until 1 July 2021.

New interface of the new Court Registration Portal looks as follows:

Photo source: https://prs.ms.gov.pl/

As can be seen, there are basically six icons of the main actions. To use some of them it is necessary to have and account with login and password (for the sections: National Court Register e-forms; Free notification of financial systems; S24- Company registration, other requests).

THE NOVELTY

The wholly new action is the electronic form for the amendment of companies which have been entered in the register by conventional means. As we can read in one of the journals:

“Traditional paper forms for National Court Register applications are now a thing of the past. The new e-forms have been individualized, adapting their elements to the characteristics and specificity of each company. Regular paper forms, which covered all partnerships or capital companies, have been abandoned. It is also worth mentioning that currently the system itself suggests relevant attachments to the e-applications, as well as automatically analyses the e-form and indicates errors such as failing to indicate data that is subject to mandatory disclosure.

All these solutions significantly minimize the risk of making a mistake and, consequently, of returning the application by the court or calling for its supplementation due to errors or formal deficiencies.[6]

Photo source: https://prs.ms.gov.pl/

THE AMENDMENTS FROM PROXIES’ PERSPECTIVE

From the practical law firm’s perspective this new solution from abovementioned amendment speeds up procedures of registration. To give an example, the change of Personal Identification Number (PESEL) or a board member’s surname can be done within a few hours in comparison to the weeks (or even months!) of waiting for proper data change. Under new regulation the whole process lasts as a rule few hours and after that time the decision of the registration in accordance with the application is issued.

An example of court documents in the e-procedure between Polish company with international shareholding structure and the Polish court register:

THE COURT DECISION

CERTIFICATE OF REGISTRATION

[1] To see full Act: https://isap.sejm.gov.pl/isap.nsf/DocDetails.xsp?id=WDU20210000112, https://isap.sejm.gov.pl/isap.nsf/download.xsp/WDU20210000112/U/D20210112Lj.pdf (data access: 4^th  August, 2021).  

[2] To see more details about the amendment: https://www.gazetaprawna.pl/firma-i-prawo/artykuly/8198353,elektronizacja-postepowania-rejestrowego-zmiana-przepisow-krs.html (data access: 4^th August, 2021).

[3] To see full context: https://www.rp.pl/Sady-i-prokuratura/308039952-Rewolucyjna-nowelizacja-ustawy-o-Krajowym-Rejestrze-Sadowym—problem-z-ochrona-danych-osobowych.html (data access: 4^th   August, 2021).

[4] http://orka.sejm.gov.pl/opinie8.nsf/nazwa/2067_u/$file/2067_u.pdf, (data access: 4^th   August, 2021).

[5] To see full Act: http://orka.sejm.gov.pl/opinie8.nsf/nazwa/2067_u/$file/2067_u.pdf, (data access: 4^th   August, 2021).

[6] https://www.rp.pl/Sady-i-prokuratura/308039952-Rewolucyjna-nowelizacja-ustawy-o-Krajowym-Rejestrze-Sadowym—problem-z-ochrona-danych-osobowych.html, (data access: 4^th   August, 2021).

Artykuł INSTRUCTION ON HOW TO GO THROUGH THE POLISH ELECTRONIC PROCEDURE ON NATIONAL COURT REGISTER PORTAL TO CHANGE DATA OF POLISH COMPANY WITH INTERNATIONAL SHAREHOLDING pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

„Clear and coherent contract with foreign counterparty is the key to success” – truism or the most urgent issue for Polish companies? The authors’ practise regarding legal advice  indicates, that polish entrepreneurs conclude contracts with foreign counterparties on grave adverse conditions  for its legal position. We present hereafter the most common mistakes that Polish companies make by conducting foreign contracts.

 “7 deadly sins” are:

1. Discrepancy of various language versions

Parties coming from various legal jurisdictions often use different language versions of the contract. Those language versions are different,  when it comes to used terminology. Parties do not clearly indicate, which of them is the most significant. It concerns in particular situations, when parties coming not from English-speaking jurisdiction prepare the contract in English language (which is found to be a standard, but this language is still “foreign” for them); it is worth in those cases to be based on a mother language of at least one party.

2. Applicable law

Polish entrepreneurs conclude foreign contract often as a subcontractor of bigger aboard project. In those situation they create bilingual version of a contract on the basis of foreign company’s form (counterparty’s). Polish companies believe, that in order  to secure their interests it is enough to have a good translation of such a form. Standard clauses often refer to foreign law. Those kinds of clauses could result in recognizing a legal position of parties as a totally different and most of them change it to the detriment in respect of a Polish site, even worse that it comes out from literally understanding of the contract.

3. Lack of the Polish jurisdiction

Litigation aboard on the grounds of the contract is often so expensive, that this necessity moves this conflict with unfair counterpart to the limit of lack of profitability. It regards especially jurisdiction applying in “old” European Union. This argument is often ignored by Polish entrepreneurs while signing the contract. If foreign counterparty does not agree for using the Polish judicial system, we can always submit an offer of the Polish arbitration. It could be more acceptable for foreign contractor, because arbitration is the common solutions for “west” countries and it is there used more often that in the Easter Europe.

The information was prepared by Jakub Gładkowski and Małgorzata Kiełtyka of KG Legal Polish Law Firm (translated by Anna Bednarska). KG Legal provides specialised legal assistance to IT, Life Science as well as investment processes in Poland and organises networking between Polish and international companies and research centres.

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Artykuł Contract in Poland – PART 1 pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.