The draft Act amending the Commercial Companies Code (CCC) will introduce a number of significant modifications aimed at clarifying the procedures related to the dematerialization of shares, the functioning of the shareholder register and the information obligations of companies, in particular simple joint-stock companies (PSA) and joint-stock companies (SA).
New Registration and Procedural Obligations
The draft Act provides for detailed requirements for the registration of the agreement on maintaining the register of shareholders, both for PSA and SA
The management board of a public limited liability company (PSA) is required to report the conclusion of an agreement to maintain a shareholder register (or an agreement to register shares in a securities depository, in the case of a joint-stock company) to the registry court. This notification must include detailed information about the entity maintaining the register – in the case of an agreement with an entity authorized to maintain securities accounts, its business name, number in the relevant register, name of that register, and national tax identification number (NIP). If the agreement was concluded with a notary – in the case of a PSA, the notary's name, registered office and address, as well as the details of the person designated to represent them, if applicable, are required. A statement from the management board confirming the conclusion of such an agreement must be attached to the notification.
The entity maintaining the shareholder register is obliged to notify the registry court, via the IT system, of the expiry or termination of the agreement to maintain the register, indicating the date of this event, within seven days.
The management board must report any changes to the company's basic data and certain other information to the entity maintaining the shareholder register within seven days of the event justifying the entry. Furthermore, the draft clarifies the form for submitting consent to the register entry (excluding the seizure of property rights). Consent to the entry may be submitted in writing with a notarized signature , in writing in the presence of a person authorized by the entity maintaining the register (who confirms their presence with a signature), or in electronic form with a qualified electronic signature, a trusted signature, or a personal signature.
For SA and PSA, the option has also been introduced for notifications of entries made or intended in the shareholder register to be sent automatically at the addressee's request via the register's IT system (e.g. to the addressee's account in this system or to the indicated e-mail address or address for electronic delivery).
The Draft Act regulates in detail the shareholder data that must be included in the register. Pursuant to the new wording of Art. 300 33 § 1 item 5 (PSA) and Art. 328 3 § 1 item 5 (SA), the register must contain:
- Surname, first name, PESEL number or date of birth of the shareholder.
- In the case of a person who is not a natural person – company name and the number and name of the relevant register .
- Address of residence or registered office or other address for delivery or address for electronic delivery , as well as e-mail address, if the shareholder has consented to such communication.
- In the case of joint ownership of shares , enter the details of the other joint owners, the type of joint ownership and the size of the share (in the case of fractional shares).
Additionally, entries relating to the transfer of shares or pledge rights must also contain a similar set of data for the purchaser, pledgee or user.
Protecting shareholder privacy is an important element : information about a shareholder's PESEL number, date of birth, or residential address is not shared with other shareholders. At the same time, the regulations regarding the transparency of the register apply accordingly to courts, prosecutors, court bailiffs, and administrative enforcement authorities in connection with ongoing proceedings.
Consequences of Dematerialization and Changes to Criminal Law
The draft eliminates provisions from the Commercial Companies Code that conflict with the applicable principle of share dematerialization. Article 334 of the Commercial Companies Code, which concerned registered or bearer shares, is repealed. Consequently, the words "registered" or "bearer" are also removed from other articles, for example, Article 453 § 2. In Article 130 item 5 and Article 304 item 5 (concerning the statutes of SKA and SA), the requirement to indicate whether shares are registered or bearer is repealed.
Changes are also being introduced in criminal law:
- The list of punishable acts (fine, restriction of liberty or imprisonment for up to one year) is extended for persons authorized to conduct affairs and represent a joint-stock company or an SKA, which allows for the registration of shares in the register of shareholders or the securities depository before the company is registered or the share capital is increased.
- A fine has been introduced, imposed by the registry court on a management board member who fails to report, within the required timeframe, information on the expiry/termination of the agreement on maintaining the register or changes to shareholders' data.
Liquidation Obligations and Marking of Shares
In the liquidation procedure, the application to remove the company from the register must be accompanied by a list of shareholders, prepared on the basis of information from the National Depository for Securities or the register of shareholders after approval of the liquidation report.
Moreover, in the case of shares, e.g. with limited transferability, preference shares, or shares with non-cash benefits, a requirement has been introduced for such shares to be designated in the articles of association by providing their number and a separate designation (referred to in Art. 55 of the Act on Trading in Financial Instruments), and if such a designation has not been assigned, by providing their series and numbers.
The Act provides for adjustment periods:
- Joint-stock companies, limited joint-stock partnerships, simple joint-stock companies and European companies must adapt the provisions of their documents (contracts, statutes) to the new regulations no later than 2 years from the date of entry into force of the Act.
- Companies for which a register of shareholders is already maintained or whose shares are registered in a depository have 3 months from the date of entry into force of the Act to submit an application to the registry court for entering information about the entity maintaining the register/depository.
- the existing provisions on registered or bearer shares shall apply to them until they are registered.
- New detailed data of shareholders (such as PESEL, data of co-owners) will be entered into the register of shareholders only as a result of requests or events justifying the entry that occurred after the entry into force of the Act .
The general date of entry into force of the Act is 12 months from the date of its announcement , with the exception of the transitional provisions regarding the share certificate and fine proceedings, which enter into force on 28 February 2026. The value of the share certificate will retain evidentiary value in shareholder-company relations for a period of 7 years from the date of entry into force of the 2019 Act (i.e. Article 28, which enters into force on 28 February 2026).
The above changes will likely come into force, but the final wording is not certain – the Sejm has the right to introduce amendments that may change specific deadlines or procedures. Companies must therefore monitor the legislative process, as the final Act (published in the Journal of Laws) may differ from the government's initial proposal after the call for applications is announced.
This article is for informational purposes only and does not constitute legal advice.
The law is current as of December 19, 2025.
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