1 July 2021 marks an important day for all entities subject to entry in the commercial register in Poland. On that day, the long-announced and repeatedly postponed revolution in registration proceedings came into force, and now businesses can submit applications to the National Court Register (KRS) only electronically.
Digitalisation of registration proceedings has become a fact
As of 1 July 2021, applications concerning an entity subject to entry in the commercial register, such as companies, can be submitted only via the ICT system (Art. 19(2) of the National Court Register Act). The categorical wording of the provision indicates unequivocally that businesses do not have the right to choose between paper and electronic applications. Additionally, in accordance with the new wording of Art. 19(7) of the act, an application submitted in a different form (e.g. on paper) and not paid for should be returned without a call to correct defects.
How does it work?
To submit an electronic application to the commercial register, the applicant should go to the Court Registry Portal (Portal Rejestrów Sądowych, https://prs.ms.gov.pl/) and then go to the “KRS e-forms” section. Then the user must register using a qualified electronic signature or a National Electronic Identification Node (Krajowy Węzeł Identyfikacji Elektronicznej), where a trusted ePUAP profile can be used to log in.
After registration, the user should select the application to be submitted (e.g. for registration, amendment or deletion from the National Court Register) and fill in the fields of the interactive form accordingly. An unquestionable advantage of the system is the automatic filling in of basic information about the entity. When submitting an application for a change of data, it is enough to enter the KRS number, and the form will be automatically completed with the company name, tax number, statistical number, and registered office of the entity.
Additionally, at any time, the user can check whether the form is being filled out correctly (by clicking on the “Check if correct” button).
The application should bear a qualified electronic signature, a trusted signature, or a personal signature. If the documents constituting the basis for an entry are prepared in paper form, the application must be accompanied by:
- Electronic copies certified by a notary or counsel acting in the matter (adwokat or attorney-in-law), or
- Electronic copies of the documents (in such case, the original document, a certified copy, or an extract certified by an authority will have to be sent to the registry court within three days after filing the application).
Also, every user of the system is provided information on the number of filed applications, letters or correspondence from the court.
Registration files in electronic form
For entities entered in the commercial register, the registration files will be kept only electronically and will not be subject to conversion into paper form. Significantly, register files maintained in the ICT system will be accessible to everyone:
- Via publicly available communication and information networks, or
- At the registry court, using the ICT system.
The interface for the newly introduced ICT system is clear and intuitive, which cannot be said of the earlier S24 and RDF systems. However, it remains to be seen how the system and its interface perform in practice, especially in the first few days or weeks.
In particular, we are curious to see how the issue of signing applications for initial entry of companies in the National Court Register is resolved. Some commentators take the view, which is confirmed by the practice of some registry courts, that such applications should be signed personally by all members of the first management board of the company, and not by an agent. In the case of companies including foreigners, this may cause delays, until those individuals set up a trusted ePUAP profile or obtain qualified electronic signatures.
Differences concerning foundations and associations
The law treats entities entered in the register of associations, other social and professional organisations, foundations and independent public healthcare facilities differently. They have the right to choose the form for submission of applications (in paper form or electronically).
Assessment of changes
The idea of electronic registration proceedings should be evaluated positively. The change should help accelerate lengthy court proceedings, especially now, when applications filed with courts in paper form (by hand or through the post) can sit for several days in quarantine. Thus the change will have a positive impact on economic turnover.
The only concern is the lack of detailed information from the Ministry of Justice prior to introduction of the change. This may hinder the functioning of businesses and registry courts in the first days after the change enters into force.
Łukasz Śliwiński, attorney-at-law, Marika Grzybowska, M&A and Corporate practice, Wardyński & Partners