Description of situation: A foreigner from the Netherlands (Mr. X) has acquired shares in a ready-made Polish limited liability company from Trinity. He has also become a Management Board Member of the company.
The question who and when should notify the National Court Register is quite often asked by such foreigners. In our case, Mr. X from the Netherlands became a new shareholder of the LLC with the effective date October 1st, 2010. However, such information is not yet available as of October 1st in any register where other business partners could verify this information. The documents which show the new shareholding structure and new management board are, however, in the possession of Mr. X. These are:
- Share transfer agreement with the signatures confirmed by a notary;
- Shareholders resolution adopting the appointment of a new management board member.
The new management board member now needs to fill in motions to the National Court Register (KRS), which are available on the Ministry of Justice website, sign and submit them to the court within 7 days from the moment of transfer (by October 8th, 2010).
This term is required by Polish law and should be met. Quick notification allows the registration of the changes by the court to reveal the new shareholder and new management board member(s) in the KRS.
Mr. X needs to pay a court registration fee of PLN 650 and must wait for a court resolution on registration of the changes which will be sent to him by registered post. In Poland, the registration of changes takes approximately 2-3 weeks.
Can Mr. X within the time when the new information about a shareholder and management board member is not yet registered in the KRS buy property and sign bank transfers in the name of the LLC?
Yes. He needs to have the above mentioned valid Share Transfer Agreement (1 above) and Shareholders Resolution with him (2 above). A copy of the documents submitted to the court with a request for registration of the above changes would also be additional evidence. The National Court Register endorses the motion with its official stamp thereby confirming that the registration procedure has commenced. Such set of documents is sufficient under Polish law in order for Mr. X to legally represent the company in the period from the purchase of shares until the court registration is finalized. Based on those documents he may enter into any transaction on behalf of the company.
The court documents are publicly opened and available. Upon receipt of the court resolution on the registration of the changes, anyone in Poland can take a KRS excerpt from the National Court Register in Poland and check the current information about the LLC owned and managed by Mr. X. Such information is also revealed in the courts internet database but, currently, such internet database in Poland is for information purposes only and cannot be used as a legal proof eg. for another transaction. Only an excerpt taken directly from the court and containing a court stamp has legal validity and can be used for other transactions (i.e. purchase of a property in front of a notary).
Mr. X is happy that the registration procedure is finally completed and gives his accountants the court resolution to notify the Tax Office about the above changes.
Source: Trinity_Shelf_Companies
Market leader in Poland and one of the pioneers of ready-made, shelf companies
in the CEE.
