2021 will be a year of changes for companies in Poland. With the recent postponement of the already announced innovations and the new obligations for joint-stock companies and joint-stock partnerships, companies have time to prepare for what's to come.
Simple joint-stock companies and electronic filings
The Polish parliament decided to postpone the introduction of simple joint-stock companies and electronic filings to the register of entrepreneurs by a year (to 1 March 2021). While the former may be seen as a setback for this new, highly anticipated, type of company (see our article about them), the latter will probably come as a relief for many.
Currently Polish companies are only obliged to file financial statements via the online system. This change came into force in March 2018 as the first step of the electronic revolution of the register of entrepreneurs. The obligation to make all filings via the internet was supposed to come into force on 1 March 2020 but was delayed at the very last minute, probably as a result of the many problems that companies (especially executives who are non-Polish citizens) have with filing financials statements.
Dematerialisation of shares
The obligation for all joint-stock companies and joint-stock partnerships to have their shares in dematerialised (electronic) form comes into force on 1 January 2021. Although there is still almost a year to go, some actions must be taken in the first half of 2020.
Shares in joint-stock partnerships and private joint-stock companies are currently held in paper form as share certificates or collective share certificates. Only public joint-stock companies, whose shares are subject to public offer and are traded on the stock exchanges, have their shares dematerialised and held with the Central Securities Repository of Poland (Krajowy Depozyt Papierów Wartościowych).
From 1 January 2021, all shares in joint-stock partnerships and joint-stock companies have to be dematerialised and held in the registry of shareholders (kept by entities authorised to maintain securities accounts such as brokerage houses or custodian banks) or in the repository of securities. This obligation also includes dematerialisation of subscription warrants or other shares in paper form issued by public joint-stock companies. Only shareholders entered into these registers will be acknowledged as shareholders. Until 1 January 2026 shares in the old paper form will be considered evidence allowing entries to be made or changed in the registry of shareholders.
Dematerialisation: actions in 2020
The dematerialisation will come into effect on 1 January 2021, but entities already have to start preparing in early 2020 by doing the following:
- Joint-stock companies and joint-stock partnerships have to disclose their websites in the National Court Register (1 January 2020).
- The general meeting has to adopt a resolution appointing an entity that will maintain the registry of shareholders (by 30 June 2020).
- The management board (partners in joint-stock partnerships) must sign an agreement with the chosen entity for maintaining the registry of shareholders (by 30 June 2020).
- The management board (partners) must call shareholders five times to deposit the old share certificates (collective share certificates) and publish the information on the website. The first call has to be done by 30 June 2020 and the last by 31 October 2020. The shareholders should be called in the same way they are called for general meetings.
- The shareholders have to deposit their (collective) share certificates with the company (partnership).
Dematerialisation: new obligations and responsibilities
Dematerialisation is another responsibility imposed on companies (partnerships) and their management. First, it will lead to additional costs related to maintaining the registry (such as registering new shareholders, issuing certificates, etc.). The costs will depend on the number of shareholders and the shareholding activity. Secondly, the obligations arising from the dematerialisation impose criminal liability on the members of the management board (partners) for meeting the statutory requirements and deadlines under the pain of fine up to PLN 20,000 (approx. EUR 4,700).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.