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Introduction
Shares of a Polish joint-stock company or a limited joint-stock partnership that are not public companies are subject to registration in the register of shareholders.
The binding force of the share documents issued by the company shall expire by 1st of March 2021. The share document retains evidential validity only in the scope of proving by the shareholder to the company that he or she is entitled to share rights, for a period of five years from the date of entry into force of the amended provisions of the Act (March 1, 2026).
The company calls the shareholders five times to submit share documents in the company and makes information about the summons available on the company’s website in a place designated for communication with shareholders for a period of at least three years from the date of the first summons. The summons is made in the manner appropriate to the convening of the company’s general meeting. Summons may not be made at an interval of more than one month or less than two weeks. The first call shall be made by 30 September 2020.
The submission of share documents in the company takes place against a written receipt issued to the shareholder. Before the first summons of shareholders, a company which is not a public company is obliged to conclude an agreement for keeping a register of shareholders with an entity that is authorized to keep securities accounts, selected by the general meeting, or – in the case of a company whose general meeting has adopted a resolution to register its shares in the depository securities – agreements for the registration of shares in the securities depository.
The register of shareholders of a Polish joint-stock company or a limited joint-stock partnership is kept by the entity authorized in Poland to keep securities accounts. The register of shareholders is kept in electronic form, which may take the form of a distributed and decentralized database. The selection of the entity maintaining the share register requires a resolution of the general meeting. When establishing a Polish company, the choice is made by the founders. The company is obliged to immediately conclude an agreement for keeping a register of shareholders.
The register of shareholders includes, inter alia, the following data:
- company name, registered office and address;
- the designation of the registry court and the number under which the company is entered in the register;
- the date of registration of the company and issue of shares;
- nominal value, series and number, type of the share and specific rights attached to the shares;
- the surname and first name or the company name (name) of the shareholder and the address of his residence or registered office or another address for service, as well as the e-mail address, if the shareholder has consented to communication with the company and the entity maintaining the register of shareholders using e-mail;
- a note as to whether the shares have been fully paid up;
- restrictions on the disposal of the share;
- provisions of the articles of association concerning obligations towards the company related to the action.
The entity maintaining the register of shareholders shall make an entry in the register of shareholders, upon the request of the company or a person having a legal interest in making the entry, immediately, but not later than within one week from the date of receipt of the request.
The person requesting the entry is obliged to submit the documents justifying the entry to the entity maintaining the register of shareholders. The basis for the entry is also the shareholder’s declaration on the obligation to transfer the shares or encumber the shares with a limited property right.
The entity maintaining the register of shareholders examines the content and form of the documents justifying the entry. However, this entity is not required to examine the legality and truthfulness of the documents justifying the entry, including the signatures of the seller of the shares or persons establishing a limited right in rem on the shares, unless they have reasonable doubts in this regard.
Before the entry in the register of shareholders, the entity maintaining the register of shareholders shall notify the person whose rights are to be deleted, changed or encumbered by the entry of the content of the intended entry, unless the latter has consented to the entry.
The entity maintaining the register of shareholders shall immediately notify the person requesting the entry and the company about the entry made. If the entry is not made, the entity maintaining the register of shareholders shall immediately notify the person requesting the entry, stating the reasons for the failure to make the entry.
Shares of the same company cannot be registered simultaneously in the register of shareholders and the securities depository.
The shareholder register is open to the company and each shareholder. These entities have the right to access the data contained in the register of shareholders through the entity maintaining the register of shareholders. Moreover, these entities have the right to demand the release, in paper or electronic form, of information from the register of shareholders.
Issue of registration certificates
At the request of a shareholder or a pledgee or a user entitled to exercise voting rights attached to shares, the entity maintaining the register of shareholders issues a registered certificate of registration (registration certificate). The registration certificate confirms the rights resulting from the shares which cannot be exercised solely on the basis of entries in the register of shareholders.
Penal consequences of failure to fulfill new obligations regarding Polish joint-stock companies and limited joint-stock partnerships
Who, being authorized independently or jointly with other persons under the Companies Act or the articles of association to conduct affairs and represent a joint-stock company or a limited joint-stock partnership, allows the company, contrary to the obligation, not to summon shareholders to submit share documents or not to make such calls, is subject to a fine of up to PLN 20,000.
The same penalty shall be imposed on anyone who, being authorized alone or jointly with other persons under the Companies Act or the articles of association to conduct affairs and represent a joint-stock company or a limited joint-stock partnership, does not conclude an agreement for keeping a register of shareholders or an agreement for registration of shares in a securities depository.
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