Comprehensive Reform of Shareholder Registers: Analysis of the Proposed Commercial Companies Code Amendment

Comprehensive Reform of Shareholder Registers: Analysis of the Proposed Commercial Companies Code Amendment

2025-10-09

 

The proposed legislation amending the Commercial Companies Code and related statutes (UD152) represents the next phase in Poland’s systematic reform of share registration systems for non-public companies, building upon the foundational dematerialization statute enacted on August 30, 2019. This comprehensive amendment, dated August 13, 2025, seeks to remedy regulatory lacunae identified through practical application of current provisions while substantially enhancing the security of share transactions.

 

Principal Reform Objectives

  1. Strengthening Information Disclosure Obligations

The cornerstone of this legislative reform lies in establishing mandatory disclosure requirements within the National Court Register (Krajowy Rejestr Sądowy) regarding entities maintaining shareholder registers or registering shares in securities depositories. Under the proposed provisions of Articles 300³² § 1¹ and 328² § 1¹ of the Commercial Companies Code, corporate management boards will bear the obligation to register registry service agreements with the competent registry court.

This procedural innovation carries profound practical implications. The current absence of a centralized database identifying entities maintaining shareholder registers significantly impedes shareholders, prospective purchasers, and enforcement authorities in locating the appropriate registry. The proposed amendment will substantially enhance transactional transparency while facilitating verification of legal title to shares.

  1. Expanding Data Requirements for Shareholder Registers

The legislation mandates inclusion of taxpayer identification numbers (PESEL) or birth dates for individual shareholders, and registration numbers for legal entities within shareholder registers. This provision responds directly to persistent demands for enhanced certainty in identifying persons entitled to share-based rights – a consideration of particular significance given the exponential growth in electronic transactions.

Simultaneously, acknowledging European data protection requirements under the General Data Protection Regulation (GDPR), the proposal incorporates robust privacy safeguards. Pursuant to proposed Articles 300³⁵ § 1¹ and 328⁵ § 1¹ of the Commercial Companies Code, sensitive information including taxpayer identification numbers, birth dates, and residential addresses will remain confidential from other shareholders. This compromise solution attempts to reconcile commercial certainty requirements with fundamental privacy protections.

  1. Registry Preservation Following Corporate Dissolution

A significant regulatory gap in existing law concerns the disposition of shareholder registers following corporate dissolution. The proposal establishes a mandatory requirement to append shareholder rosters to dissolution applications (Article 476 § 1¹ of the Commercial Companies Code), thereby ensuring preservation of essential information for potential future inheritance or restitution proceedings.

  1. Formalization of Registration Consent Procedures

In response to heightened fraud risks, the proposed legislation requires that consent for share transfer or encumbrance must be expressed in written form with notarially authenticated signatures, executed in the presence of authorized registry personnel, or alternatively through qualified electronic signatures (Articles 300³⁴ § 3 and 328⁴ § 3 of the Commercial Companies Code).

 

Critical Analysis of Proposed Solutions

Strengths of the Legislative Framework

The proposed amendment effectively addresses the most pressing practical challenges associated with shareholder registry operations. The mandatory registration of registry service providers within the National Court Register, combined with enhanced enforcement mechanisms, will substantially strengthen the efficacy of the share dematerialization system.

Particularly noteworthy is the resolution of the “dormant corporation” problem – entities that have failed to fulfill their registry service agreement obligations. Through the identification of such corporations by their absence from National Court Register entries, registry courts will possess enhanced capacity to enforce statutory compliance.

Areas of Concern and Controversy

The proposal has encountered criticism from certain stakeholders. The National Notarial Council advocated for expanding notarial competencies to include maintenance of shareholder registers for joint-stock companies and partnerships limited by shares, citing accumulated expertise in maintaining public limited company registers. This proposal was appropriately rejected – maintaining registers for substantial corporations requires specialized infrastructure and expertise possessed by entities licensed for securities account management.

Similarly controversial is the extension to seven years of the evidentiary validity period for share certificates (Article 27 of the proposal). While intended to protect shareholders of corporations failing to comply with dematerialization requirements, this provision may perpetuate legal uncertainty.

Stakeholder Input from Consultation Process

The Personal Data Protection Office raised concerns regarding excessive scope of personal data processing. The drafters responded by restricting access to sensitive data, exemplifying careful balancing of competing policy objectives.

The Supreme Court raised fundamental questions regarding the appropriateness of including taxpayer identification numbers in registers, suggesting that birth dates would provide sufficient identification. This observation carries substantial weight – taxpayer identification numbers constitute particularly sensitive personal identifiers whose disclosure creates significant abuse potential.

The Financial Supervision Authority highlighted technical aspects of the National Depository for Securities (KDPW) system operations, advocating for clarification of shareholder information disclosure procedures. These recommendations received partial incorporation.

 

Regulatory Impact Assessment

The proposal initially anticipated increasing registry court employment by sixty positions. Ultimately, this provision was abandoned, raising legitimate concerns regarding system capacity, particularly during the initial implementation period following statutory enactment.

Implementation costs for businesses will remain moderate – primarily involving statutory amendments and information system adaptations. The benefits derived from enhanced transactional security should substantially exceed these costs.

 

Conclusions

The proposed amendment represents a necessary and generally well-crafted advancement toward improving the registration system for non-public company shares. The principal innovations – registry disclosure in the National Court Register, consent formalization, and data preservation – respond effectively to practical implementation challenges.

Certain detailed provisions regarding personal data scope and transitional period duration warrant continued scrutiny. The elimination of additional court positions may result in system overload during initial implementation phases.

Notwithstanding these reservations, the proposal merits favorable evaluation as a balanced attempt to reconcile transactional security, personal data protection, and administrative efficiency. Its enactment should materially improve the functioning of Poland’s non-public equity markets.

The eight-month implementation timeline following promulgation represents a reasonable compromise between the imperative for expeditious improvement and the necessity of adequate stakeholder preparation for new regulatory obligations.