The year 2021 is revolutionary in terms of coming into effect of many regulations relevant for companies and with them, new obligations. Below, we present our selection of the most important changes.
No more paper filings to KRS
Registry files are to be kept exclusively in a computer system, and filings to the court register KRS will only be possible in electronic format. To file a document, you will need a qualified electronic signature or the so-called trusted profile ePUAP, alternatively you will be able to use the services of a professional representative. The National Court Register KRS was supposed to go digital back in 2020. However, the date was pushed forward to 01 March 2021, and now currently legislative works are pending to postpone the date to 01 July 2021. We hope that in spite of the many deferments of the effective date of the new regulations, electronic registry proceedings will become reality before the end of 2021.
Read more: In 2021, KRS filings will only be submitted electronically (in Polish)
Financial reports will only require the signature of a single director?
The 2021 may bring changes in the rules on signing financial reports in companies where the board is made up of several members. According to the draft law published by the Ministry of Finance, Development Funds and Regional Policy, it will no longer be mandatory for financial reports to feature the signatures of all board members. According to the amendment, the signature of a single board member will be sufficient, and the others will make a statement (in electronic or paper form) that the financial report complies with statutory requirements.
Read more: Changes in the rules on signing financial reports? (in Polish)
Holding law – changes in the functioning of governing bodies in companies?
The Ministry of State Assets, in its draft law introducing holding company regulations into the Polish legal system, proposed changes in the operation of corporate governing bodies. Some of the solutions provided for in the amendment may impose new obligations on undertakings doing business in such form.
Read more: Holding law – additional obligations for limited liability companies? (in Polish)
Holding law – changes for Family Businesses
In 2021, we should see the entry into force of changes in the functioning of Family Businesses operating as groups of companies. The new regulations – if used in the right way – may also facilitate the planning and implementation of succession processes.
Read more: Holding law – new solutions supporting succession and management of Family Businesses (in Polish)
Family foundation – a new tool for succession planning
In 2021, Parliament will be working on legislation to bring into the Polish legal system the concept of family foundation, a legal form which can be immensely helpful in planning and implementing succession in family businesses. This is because the new vehicle should make possible succession solutions which have not been available under Polish law to date.
Simple joint-stock company – a new company format not only for start-ups
In 2021, new provisions are coming into effect establishing a new format of doing business – a simple joint-stock company, which will facilitate raising capital and provide for simplified liquidation in the case of business failure. The main attributes of the new company type include low requirements in terms of share capital, shares with no nominal value, and the ability to acquire shares for contributions in kind, including the provision of work. The exact date of entry into force of the provisions introducing the simple joint-stock company is not yet known. According to the latest version of the amendment act, the simple joint-stock company was to come into effect as of 1 March 2021, but the Public Information Bulletin (BIP) website of the Chancellery of the Prime Minister recently reported another planned deferment of the effective date of the simple joint-stock company provisions to 1 July 2021.
New obligations for all joint-stock companies and limited joint-stock partnerships
New obligations on joint-stock companies and limited joint-stock partnerships were imposed under new provisions in the Code of Commercial Partnerships and Companies which came into effect as of 2020. Importantly, these entities are now required to have a website with a separate section dedicated to communications with shareholders. The new obligations are intended to get the companies and partnerships ready for the changes related to the obligatory dematerialisation of shares and the introduction of shareholder registers.
