As you probably heard, on 15th of March 2018 r. amendment to the KRS bill has been made. The changes concern, among other things, the procedure for submitting application forms to the KRS and legal entities who have deficiencies in their representation.
These changes are connected to the revolution that is about to happen in year 2020, meaning computerization of the registration process. It will allow us to submit applications remotely via internet without necessity for paper application forms to KRS.
A lot of these changes has to be explained, particularly because it might have impact on the shareholders or Board of Members.
1. Financial statement has to be submitted remotely via internet
a) For Every legal entity that is obligated to submit financial statements, an electronic repository of financial documents is created;
b) Financial statement of the company will be reported remotely via internet by the system made available by the Minister of Justice, and not in paper form;
c) Financial statement should be signed (via ePUAP trusted profile or qualified electronic signature) by at least one person who is authorized to represent the entity, f. ex. Member of the Board;
d) Submission of the Financial statement in electronic form replaces the obligation to send the same Financial statement to the Tax Office;
This change relates to the Financial statement for 2018. The financial statement for 2017 may be submitted in the form of scans signed with qualified electronic signature or ePUAP trusted profile.
2. Addresses for correspondence purposes
a) The application to register data of persons representing the entity, liquidators and proxies should be accompanied by their statement including their consent to be appointed to perform the function and their addresses for correspondence purposes;
b) If the address for correspondence purposes of such persons is outside the European Union, these persons should appoint an attorney for receiving their correspondence;
c) The application form to register a company in KRS should include documents with first names and addresses of the members of the management board or the first names and addresses of the persons authorized to appoint the management board – most of the time they will be shareholders;
d) If a legal person is a shareholder of the entity, then application form should include first names and addresses of the persons authorized to represent the legal person;
e) Any change of the above mentioned data shall be notified to the KRS. Notification may be made by an entity entered in the register or by such a person;
f) Procedural documents or judgments for persons representing an entity entered into the KRS, liquidators, proxies, members of bodies or persons authorised to appoint the management board are delivered to the address correspondence indicated by them in the statements submitted to the KRS, and if it is impossible to deliver in this way due to the failure to submit a statement on change of address for correspondence, they are left in the case file with effect of delivery, unless another address for correspondence or place of residence are known to the court.
Entities entered in the KRS have 18 months to comply with the new requirements. According to the said amendment, such entities must submit current statements to the KRS, including addresses for correspondence of persons representing them and addresses for correspondence of persons representing their partner being a legal person.
3. Appointment of the guardian by the court
a) If a legal person cannot be represented or to conduct its business due to the lack of the authority (f.ex. lack of a management board, lack of an appropriate number of management board members etc.), the court will appoint a guardian for it;
b) The guardian will be under the supervision of the court which appointed him;
c) The guardian may represent the company;
d) The guardian undertakes actions aimed at appointing or supplementing the body, and if necessary, takes actions necessary to liquidate the entity;
e) if the actions taken by the guardian have not led to the appointment or supplementation of an organ of a legal person authorised to represent it or its liquidation, the guardian shall immediately apply to the KRS for dissolution of the legal person;
The amendment also contains a number of other minor changes, which is why it is worth paying attention to new responsibilities.