Registration in the court register

The National Court Register is public and everyone has the right to access the data contained in the register via the KRS central information. Everyone can obtain, including electronically, certified copies, extracts, certificates and information from the register. The law provides for the possibility, and in certain circumstances the obligation, to make notifications to the KRS.

Basic information

The catalogue includes the following documents of limited liability companies, joint-stock
companies, limited joint-stock partnerships and European companies:

  • articles of incorporation, articles of association and statutes, if they are separate acts, and resolutions to amend them;
  • consolidated texts of documents;
  • resolutions to change the amount of share capital, if they did not require a simultaneous amendment of the memorandum and articles of association;
  • on the appointment or dismissal of members of the companies’ bodies and declarations of their resignation;
  • annual individual and consolidated financial statements, copies of resolutions approving those statements and reports on the audit of the activities of the entities.

Entry in the judicial register and the veracity of entries

Where data have been entered in the register contrary to the subject’s notification or without such notification, the subject may not plead against a third party acting in good faith that the data are not true if he has neglected to apply promptly for rectification, supplementation or deletion of the entry.

The entity obliged to submit an application for entry in the court register may not plead against third parties acting in good faith that the data have not been entered in the register or have been deleted from it.

The entity entered in the register shall be liable for the damage caused by the notification to the register of false data, if they were subject to registration at its request, and by the failure to notify data subject to registration within the statutory deadline, unless the damage was
caused by force majeure or solely due to the fault of the injured party or a third party for whom it is not responsible.

Where a commercial partnership is entered in the register, the liability referred to above shall be borne jointly and severally with the partnership by persons liable for the partnership’s obligations with all their assets.

What do you need to know about the application for entry in the court register?

An application for entry in the register shall be submitted on an official form or a copy thereof or by means of a telematic system. The form shall contain the necessary instructions to the parties as to how to complete it, how to file it and the consequences of failing to bring the application into line with the requirements for pleadings.

An application lodged via an ICT system and not paid for shall have no effect. An application submitted otherwise than by means of the ICT system and not paid for shall be returned without a request to complete the deficiency.

If the entity to be entered in the Register acts on the basis of an agreement or statutes, the agreement or statutes shall be attached to the application for its entry.

A request for entry of an entity in the register, a request for amendment of the contract or statutes of an entity entered in the register, acting on the basis of the contract or statutes, shall also be accompanied by the consolidated text of the contract or statutes, taking into account the amendments made.

The entrepreneur shall attach to the application for entry in the court register of information on the suspension of business activity a declaration on the non-employment of employees.

Contents and additional documents in the application for entry in the court register

The application for entry in the court register of persons representing the entity entered in the register, liquidators and proxies shall be accompanied by declarations of such persons including consent to their appointment and their addresses for service.

If the address for service of the aforementioned persons is outside the territory of the European Union, a proxy for service in the Republic of Poland must be indicated.

A list including the surname and first name and address for service or the firm or name and registered office of the members of the bodies or persons entitled to appoint the management board shall be attached to the registration of the capital company. Where the shareholder is a legal person, the names and addresses for service of the members of the body authorised to represent that legal person must be given. Any change in these persons and their details must be notified to the registration court by submitting a new list.

Entry in the court register and filing of financial statements

The filing of the financial statements shall be made by means of a notification via the ICT system made available for that purpose by the Minister of Justice.

The notification shall be affixed with a qualified electronic signature, trusted signature or personal signature by at least one natural person whose PESEL number is disclosed in the register, entered as authorised to represent the entity individually or jointly with other persons, a proxy, receiver, administrator in restructuring proceedings or liquidator.

The application shall be accompanied by a declaration that the documents attached thereto meet the requirements set out in the Accounting Act.

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