New obligations regarding the dematerialization of shares and the implementation and commissioning of an authorized, external entity to maintain the company's shareholder register

Pursuant to the Act of 30 August 2019 amending the Commercial Companies Code and certain other acts (Journal of Laws 2019, item 1798), hereinafter referred to as the "Act", a number of legal regulations regarding the obligation to dematerialize shares and the obligation to maintain the Register of Shareholders of the company ("RAS") will soon come into force. This means that by January 1, 2020, all non-public joint-stock companies must have a website filed with the National Court Register, with a separate subpage for communication with shareholders regarding announcements required by law or the companies' articles of association.

In turn, by June 30, 2020, the general meeting (or founders of a newly incorporated company) must select an entity to maintain the company's shareholder register and sign an agreement with the entity maintaining the RAS. Appropriate amendments to the company's articles of association and the first call for shareholders to file shareholder documents with the company are also required by this date. In contrast, the last call for shareholders to file share documents with the company is required to take place by November 30, 2020 under the Act.

Another important deadline under the Act is December 31, 2020, which is the final deadline for filing share documents with the company. After this date, i.e. January 1, 2021, all share documents issued by the company will expire (Art. 15. 1 of the Act). As of the same date, the entries in the register of shareholders and, in the case of a company that is not a public company within the meaning of the Act amended by Article 9 as amended to date, whose general meeting has passed a resolution to register its shares in a securities depository within the meaning of the provisions of the Act amended by Article 9, the entries of its shares in securities accounts shall become effective.

The above legal amendments require companies to dematerialize all shares of all joint-stock companies, limited joint-stock partnerships and simple joint-stock companies, and to implement and contract an authorized third-party entity to maintain the company's shareholder register or to maintain a share depository. These obligations require the Management Boards of the companies to take a number of actions, including the preparation of legal documentation. Skurska, Pakuła Kancelaria Radców Prawnych provides legal advice on the introduction of a register of shareholders of the company, including preparation of documentation required in this regard. If you are interested in our services, we encourage you to contact us.