Great Expectations

In On the Shelf I wrote about changes to the Polish Commercial Companies Code to allow the incorporation of new limited liability companies electronically. These changes were effective from 1st January. It is as yet to early to judge how eagerly this new opportunity has been taken up but the need for each member of the management board of the new company to have an electronic signature in order to be able to sign the application – the obtaining of which signature requires some effort and expense – suggests that the traditional method will be with us for the foreseeable future.

Another change relates to the obtaining electronically of an extract from the commercial register. The extract sets out basic information about the company -extracted from the files kept in the companies registration court (KRS) – including registered office, members of the management board, method of representation, share capital. This information may at present be accessed electronically but only a paper extract bearing the stamp of the registration court may be relied upon. Thus extracts assume great importance when a company needs to demonstrate that the person purporting to represent the company is legally entitled to do so and counter parties will always require a current extract before entering in to a contract with company. Having to visit the registration court and to pay a fee of PLN 30 (£6) (or PLN 60 for a full extract) is a chore, especially when an extract that is not current, that is older than three months, is not accepted. When similar documents may be downloaded from Companies House in the UK for £1, it is clear that an ability to access such information electronically in Poland is long overdue.

Needless to say, although the law has now been changed to allow extracts to be accessed electronically, the subordinate regulations to give effect to the this change have not been issued and so there is still no legally valid alternative to the paper extract with court stamp. It is not clear when such regulations will be issued and the necessary technical changes will be made to the company registration courts’ systems. Thus, for some time to comes, queuing for a piece of paper with a blue stamp will remain a regular feature of company administration. While the intention to improve the system does exist, there is a long road between intention and execution and, as we know, the road to Hell (in this particular bureaucratic form) is paved with good intentions.

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