In one of our recent articles, we explained what the National Court Register (KRS) is and why it is so important to monitor the accuracy of entries in this register. We discussed what and when to report to the register, therefore we encourage you to read the previous publication first. If, after reading, you are wondering how to make KRS registrations concerning information on commercial companies, we invite you to read the text below. We explain what to pay special attention to, so that the procedure for registering changes to a commercial company in the KRS is efficient and effective.
How to report a change in company data to the KRS?
Currently, an application for a change in company data is submitted exclusively electronically via a teleinformatics system. For companies whose agreement was concluded in writing or before a notary, such an application must be submitted via the Court Registers Portal (PRS).
However, for companies whose agreement was concluded electronically via the S24 system, the application for a change in data is submitted via this system. However, this rule in practice applies only to the first changes in such a company. If, however, the agreement of a company established in the S24 system was later changed in writing or by notarial deed, subsequent applications for changes to the company’s data must be submitted via the Court Registers Portal, not the S24 system.
Both systems provide interactive application forms, which must be completed to the necessary extent and signed electronically: with a qualified signature, via a trusted profile or e-ID.
Entries of all changes made are subject to mandatory publication in the Judicial and Commercial Gazette (MSiG). This is a nationwide official gazette in which announcements and notices required by law are published.
When submitting an application for a change of data in the KRS, there is no need to submit a separate application for entry in the MSiG. The fee paid when submitting the application includes the fee for the publication of the announcement in the MSiG.
What documents need to be attached to the application for a change in company data in the KRS?
Each application must be accompanied by the necessary documents confirming the changes made.
For example, if the change in the company involves a change of persons holding the position of members of the management board in a limited liability company, the application must include, among other things, the resolution on the dismissal or appointment of a member of the management board and the delivery address of the new member of the management board.
In the case of a change in the personal composition of partners in a limited liability company as a result of the sale of shares, it is necessary to attach, among other things, the share purchase agreement and the current list of partners signed by all members of the management board.
In what form should attachments to the application to the KRS be submitted?
Attached documents may be in electronic form (.pdf). They then require signing with a qualified, trusted or personal signature.
However, if they were prepared in paper form, the following must be attached to the application:
- copies electronically certified by a notary – if the application is submitted by the company itself;
- scans or photos – if the application is submitted on behalf of the company by a professional authorized representative;
- scans or photos – if the application is submitted by the company itself.
In the last case, the originals or copies of the attachments certified by a notary, legal counsel, or attorney must be sent to the court within 3 days of submitting the application. If the documents are not sent, the court will summon the company to submit them within one week, otherwise the application will be returned.
As a rule, no documents updating data in the Central Statistical Office, the Tax Office or the Social Insurance Institution need to be attached to the application for a change of company data in the KRS. The reported changes will be automatically transferred. However, in the case of changes to data not disclosed in the KRS, separate notification to the appropriate authority is necessary.
Who submits the application to the KRS?
The application for a change in company data is submitted by the management board or partners representing the company, in accordance with the rules of representation set out in the company’s agreement. They may also appoint a professional authorized representative (legal counsel or attorney) for this purpose.
However, some documents that must be submitted to the KRS must be signed by all members of the company’s management board – such as the current list of partners mentioned above.
How much does it cost to submit an application for a change of company data in the KRS?
In the case of an application submitted via PRS – the application is subject to a fee of PLN 350 (PLN 250 for the application and PLN 100 for publication in MSiG). In the case of an application submitted via S24 – PLN 300 (PLN 200 for the application and PLN 100 for publication in MSiG).
When will the court consider the application for a change in company data in the KRS?
An application submitted via PRS should generally be considered within 7 days of its receipt by the court. An application submitted via the S24 system is considered by the court within 1 day.
However, the deadlines indicated are only guidelines, meaning that their non-compliance by the court does not entail any consequences. In practice, the waiting time for entry is usually longer. Its duration may depend on the specific department responsible for processing the given application.
What should be remembered when submitting an application for a change in company data in the KRS?
When submitting an application for a change of data in the KRS, it is important to remember to comply with the formal requirements of the application and to attach the necessary documents. Incorrect submission or completion of the application by the company itself, acting without an authorized representative, most often results in a request to complete the application’s omissions.
However, in some cases, submitting a defective application may lead to its return by the court without a request to complete omissions. This will be the case if the application:
- is not submitted electronically – via PRS or S24;
- is not paid;
- is incorrectly completed, making it impossible to process it properly.
In the event of the application being returned, it can be resubmitted within 7 days of receiving the court’s order for its return. If the resubmitted application does not contain the defect that was the reason for its return, it will take effect from the date of the original application. This effect will not occur if the application is returned again, unless the subsequent return was due to defects that the court did not previously indicate.
Example: On June 5, ABC sp. z o.o. submitted an application to the KRS for a change of registered office address. On June 12, the court issued an order to return the application due to incorrect completion of the form. This order was delivered to the company on June 15. On June 20, the company resubmitted the application, this time correctly completing the form. In this situation, the second application is treated as if it had been submitted on June 5.
Summary
Although submitting an application for entry of changes to the KRS seems simple, it is subject to numerous formal requirements. Failure to comply with these requirements may result in the return of the application and the need to quickly supplement or correct it.
To avoid these problems, when reporting changes to the KRS it is worth using the support of specialists. If you are facing such a challenge, we invite you to contact our team of lawyers, who will help you quickly and correctly carry out the entire procedure.
