In recent times, the legislator made some material amendments to the provisions of the act of 20 August 1997 on the National Court Register (Journal of Laws No. 121, item 769) [hereinafter: KRS]. Namely, it is about the Act of 26 June 2014 on amending the act on the National Court Register and on amending some other acts (Journal of Laws of 2014, item 1161) and the Act of 28 November 2014 on amending the act on the National Court Register and on amending some other acts (Journal of Laws of 2014, item 1924). The first of the cited acts amends the rules for obtaining the statistical identification number REGON and the tax identification number NIP by entities entered in the KRS. The second one concentrates on the so-called "dead companies" - namely, it is about entities which are entered in the KRS, but do not run business activity and do not fulfill their tasks and goals.
In principle, the aim of first of the legal acts cited, which became effective on 1 December 2014, is to shorten the registration procedure so that entities entered in the KRS will be able to undertake business activity quicker. Pursuant to the intention of the legislator, the statistical identification number REGON and the tax identification number NIP will be assigned automatically, without the necessity to file additional motions and they will be put up in the Register after being transferred from the Central Register of Entities - National Taxable Person Records and from the national official register of business entities. Thus, it is enough to fill in and file just one form along with a set of attachments. It has to be indicated as well that the entities entered in the KRS, to exclude the register of insolent debtors and the entities referred to in article 49a section 1 KRS, are obliged to apply for update and identification within 21 days from the date of the entry. In its range, the regulation covers as well the legal regulation on the Polish Classification of Business Activity. In the amended legal state, "no more than 10 items" are required to be disclosed, to include the predominant activity. Whereas, for instance, the sole Articles of Association may provide for a broader catalogue of activity. However, the entities already entered in the Register, when applying for the first time for their KRS data to be amended, are obliged to adjust the disclosed information to the new regulation not later than within five years from the effective date of the act.
Another amendment which became effective on 1 January 2015 concentrates on the so-called "enforcement procedure". Namely, in the event of a delay on the part of the interested entity, whether in filing the motion for entry or other indispensible documents within the set deadline, the Registry Court will set an additional 7-day deadline under the pain of applying a fine. The Registry Court may refrain from initiating the aforementioned proceedings, or discontinue the already initiated proceedings in the event that it arises out of the circumstances of the case that this will not lead to the intended result, i.e. to the performance of the obligations provided for in the act. It must be however indicated that within the new legal state, the legislator allows for a possibility to re-initiate the enforcement procedure should it "learn that the legal or factual situation of the entity has been changed in a manner preventing it from being effectively run". Keeping in mind the prerequisite of a safe legal turnover, the Registry Court may as well, acting ex officio, delete data which is inconsistent with the actual state of affairs or enter data which is consistent with the actual state if the documents constituting the basis for an entry or a deletion are included in the registration files, and which data is important.
A crucial novum is that the Registry Court has obtained competence to dissolve an entity entered in the Register without carrying out the liquidation procedure. The said procedure is initiated in the following cases:
- when, while dismissing the bankruptcy petition or discontinuing bankruptcy procedure, the Bankruptcy Court decides that the material collected in the case gives reason to dissolution without carrying out the liquidation procedure;
- bankruptcy petition has been dismissed, or bankruptcy procedure has been discontinued due to the fact that the assets of the insolvent debtor are not sufficient enough to satisfy the costs of the proceedings;
- there has been issued a decision on withdrawal from the enforcement procedure or on the discontinuation thereof;
- despite a call from the Registry Court, the annual financial statements for two trading years have not been filed;
- despite a double call from the Registry Court, there have not been performed other obligations referred to in article 24 section 1 KRS.
The Registry Court is obliged to announce the initiation of the bankruptcy proceedings in the Court and Commercial Gazette or, in special cases, otherwise. Establishing that the entity is not running business activity and does not possess transferable assets leads to declaring the dissolution of entity without carrying out the liquidation procedure and orders it be deleted from the Register. A discontinuation of the initiated procedure takes place in the event of determining that the said entity does possess transferable assets or is actually running business activity, or that there are other crucial circumstances which remain against dissolving the entity in question without carrying out the liquidation procedure, to include in particular those justified by the interest of the creditor.
What is of great significance is the circumstance that in the scope of the said amendment, the State Treasury acquires upon the deletion, under the law and without payment, the assets left by the entity which was deleted from the Register, which assets have not been disposed of by the competent authority prior to the deletion and regardless of the reasons for the deletion. Shareholders, members of the co-operative and other persons authorized to participate in the liquidated assets may claim their rights if they jointly represent at least two thirds of votes and prove that all creditors have been satisfied or secured. The claims expire if they are not pursued against the State Treasury within a year from the moment of the assets having been acquired by the State Treasury. However, if prior to the acquisition of assets by the State Treasury, the creditor had obtained an enforcement title against the entity deleted from the Register, the claim ascertained under this title expires should the creditor fail to file a motion for initiating enforcement within a year from the moment of the assets having been acquired by the State Treasury.
Also, it worth indicating that if the articles of association or the statutes of a legal person determine the intended use of assets which remain after its liquidation, and the provisions specifically provide for such possibility, the staroste having competence over the legal person's seat transfers the assets acquired by the State Treasury for the specified purpose within a year from the disclosure of the said assets.
Thus, there is only one conclusion - with its legislative measures, the legislator aims at the furthest reaching simplification and acceleration of the procedure for obtaining an entry in the KRS as well as for maintaining the Register itself in the most updated version so that it is free of any entries which are inconsistent with the actual state.