Magdalena Karczewska

Can a pre-war company still recover its assets?

An amendment to the Regulations Enacting the National Court Register Act has gone into effect that significantly changes the rules for re-registering pre-war companies in the National Court Register. The amendment makes it more difficult to reactivate pre-war companies in Poland.

Existing entries in the old commercial register (RHB), from the time prior to creation of the current National Court Register (KRS) in 2001, will remain in force only until 31 December 2013. If a company’s registration is not transferred from the RHB to the KRS by then, the old entries will lose force.

From the effective date of the amendment (17 July 2010), documents from the old commercial register relating to pre-war companies (e.g. register transcripts and certificates) may be used for only two purposes: to re-register a company from the RHB to the KRS, or for creditors of a company to enforce their claims. The purpose of this provision is to prevent documents concerning old companies from the RHB from being used for other ends, such as asserting claims against the Polish State Treasury.

The amendment also significantly expanded the jurisdiction of the registry court in cases involving re-registration of a pre-war company in the National Court Register. The court may now, for example, examine the propriety of the circumstances surrounding accession to the rights of a partner in a personal company, convening of a shareholders’ meeting in a capital company, appointment of members of the company authorities, acquisition of shares, and particularly fulfilment of requirements for registration and redemption of certain bearer instruments issued prior to 1 September 1939. The amendment also imposes a duty on public administrative bodies, courts, banks, bailiffs and notaries to notify the registry court immediately of any instances of use of pre-war corporate documents, or cases in which such companies conduct business without being re-registered in the KRS.

The registry court is required in each instance to notify the prosecutor when a motion to re-register a company from the old RHB to the KRS is filed. Within three years after adoption of a shareholder resolution, the prosecutor is authorised to file a petition to vacate the resolution if it is in violation of the company charter or good practice and detrimental to the interests of the company or a shareholder or third party. The prosecutor may also file a petition against the company to set aside a shareholder resolution that is contrary to law.

The amendment is designed to shut down companies that have been dormant for decades and to prevent claims from being asserted on the basis of old securities certificates that are now chiefly of value as antiques or souvenirs.