REPORTING CHANGES IN THE LIMITED LIABILITY COMPANY TO THE REGISTRY COURT

During the ongoing operations of a limited liability company, the management board and shareholders often wonder what events and changes should be reported to the registry court. There is no doubt that a change in the management board’s composition should be reported to the registry court, but whether the change of the management board member’s delivery address itself is also reportable? When shall the notification be made? Does the change take effect from the moment it is made, or is it effective only from disclosure in the National Court Register (KRS)? You will find the answers to all these questions in our article.

 

When does a completed change become effective?

According to the current Polish legal regulations, there are two types of entries in the National Court Register – declaratory and constitutive.

An entry is declaratory if its making merely confirms that a certain change has occurred on a given date. This means, therefore, that the legal effect already takes place at the moment the competent authority performs the action. However, the declaratory nature of an entry in the National Court Register does not exclude the obligation to report the made change to the registry court.

Actions that are covered by the declaratory entry include, in particular:

  • change in the composition of the management board;
  • change of the company’s address;
  • sale of shares;
  • opening of liquidation of the company.

 

Constitutive entry, on the other hand, means that the legal effect of an action occurs only at the moment when the entry is recorded in the KRS. Therefore, only the disclosure of information about the action made in the KRS constitutes the moment when we can invoke the change made.

Actions that are covered by the constitutive entry include, in particular:

  • change of the company’s registered seat;
  • change of the company’s name (business name);
  • change of the company’s object of activity;
  • change in the manner of representation of the company;
  • increase and reduction of share capital;
  • liquidation of the company.

 

Is it necessary to report all changes to the KRS?

The National Court Register should disclose actual data on the company, its shareholders and its authorities. Sometimes a change in the data arises without any connection with the company’s activity or without its participation, such as a change in the name of a member of the management board, a change in his or her delivery address or a change in the name of the company’s shareholders. In such a case, the company should also make an appropriate notification of the change to the KRS.

According to current regulations, the management board should report to the registry court any changes to:

  • personal data of management board members and shareholders (e.g., name change, change of name);
  • addresses and delivery addresses of management board members and shareholders;
  • e-mail address if disclosed;
  • delivery address of the proxy for delivery in Poland.

Furthermore, if the company’s articles of association are amended, the current consolidated text of the company’s articles of association should also be submitted to the registry court.

 

What is the deadline for filing a change with the KRS?

The basic deadline for reporting the made change (action) to the KRS is 7 days from the date of the event justifying the entry. Therefore, if the resolution to change the company’s president of the management board was adopted on January 1, 2024, the application to the KRS should be submitted no later than January 8, 2024.

The current regulations also provide exceptions for reporting certain events to the registry court. One of them is the deadline for reporting the incorporation of a limited liability company to the KRS, which is 6 months from the date of the conclusion of the articles of association. Also, further amendments to the articles of association should be reported to the KRS within the above deadline.

 

What are the consequences of failing to report the change to the KRS on time?

As a rule, the deadlines indicated for filing an amendment with the registry court are instructive, which means that an application filed after the deadline will be received and processed by the KRS.

The exception is failure to notify within 6 months the incorporation of the company or to amend the articles of association. In such a case, the law introduces a very strict sanction of dissolution of the Articles of Association or loss of force of the resolution to amend the Articles of Association.

However, it cannot be excluded that in the event of a company’s failure to comply with its obligation to report changes and the registry court finds that the data disclosed in the register is inconsistent with the facts, the registry court will exercise the powers granted to it by law. This means the possibility of initiating coercive proceedings, under which (in the case of avoidance of notification despite a prior summons) it will be authorized to impose a fine on entities obliged to notify changes.

 

If you intend to make any changes to your organization or you are looking for assistance in carrying out the responsibilities of conducting business in any form, we invite you to contact us.

Dominika Czaplewska   |   01.25.2024

Autor :

Dominika Czaplewska

Dominika Czaplewska

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