Eliminating the distinction between registered shares and bearer shares, and more—the proposed amendment to the Commercial Companies Code | In Principle

It is with a tear in my eye that I recall the era of M&A deals where at the closing, the seller delivered stock certificates to the buyer.¹ The revolutionary change in this respect came with the 2021 amendment to the Commercial Companies Code, introducing mandatory dematerialisation of shares. Now the changes are going even further.

A proposal to amend the Commercial Companies Code (document no. UD152) was posted on Poland’s Government Legislation Centre website on 20 February 2025. It continues the earlier changes involving dematerialisation of shares of stock.

Below I will briefly discuss the main points of the proposal. It is currently at the consultation stage.

Elimination of the distinction between registered shares and bearer shares

In connection with the dematerialisation of shares, the details of the holder of the rights to shares are disclosed in the register of shareholders, regardless of whether they are registered shares (akcje imienne, literally “named shares”) or bearer shares (akcje na okaziciela). The regulations introducing mandatory dematerialisation of shares repealed the great majority of the provisions that distinguished between registered shares and bearer shares. Among other things, the notion of in-kind-contribution shares (akcje aportowe) was eliminated, as was the dualism in share trading (repealing Art. 336 and 339 of the code).

Currently, the distinction between registered shares and bearer shares applies only to the areas of privileging and encumbering shares (issuance of privileged shares, restrictions in the articles of association on disposal of registered shares, and linking registered shares with a duty to provide recurring in-kind benefits to the company).

According to the draft, the distinction between registered shares and bearer shares will be eliminated, and all shares will obtain the status of “register shares” (akcje rejestrowe). However, this will not affect the ability to establish special rights or restrictions on disposal of shares, which should be designated in the articles of association and in the register of shareholders.

Disclosure of the operator of the register of shareholders

The bill would impose an obligation to disclose in the National Court Register (KRS) information about the entity maintaining the register of shareholders or registering the company’s shares in a securities depository.

The company’s management board will be required to notify the registry court of conclusion of a contract to operate the company’s register of shareholders, along with a statement on conclusion of the contract signed by all members of the management board and by the other party to the contract.

Termination of the contract to maintain the register of shareholders or to register the shares in a securities depository will also have to be notified to the registry court.

Additional data about shareholders to be disclosed in the register of shareholders

Alongside the current data concerning shareholders, the shareholders register would also disclose the personal identity number (PESEL) or date of birth of shareholders who are natural persons, and in the case of other shareholders, their corporate name, the name of the register where they are entered, and their registration number.

These data could be accessed only by persons indicated in the code, and only if they adequately justify their need for access.

Duty to file changes in data with the register of shareholders

The management board will be required to submit current data to the operator of the shareholders register within seven days after an event justifying entry of the updated data.

However, this duty will apply only to information that can change as a result of a resolution by the authorised corporate body, because, as indicated in the justification for the proposal, shareholders, pledgees, usufructuaries or others with an interest in the shares will themselves bear the consequences of failure to make or update an entry of the relevant information concerning their interest in the shareholders register.

Change in the form of consent of a person whose rights are to deleted from the register

An interesting proposed change concerns the form of consent of a person whose rights are to be deleted from the register of shareholders. Currently, Art. 300³⁴ §3 of the Commercial Companies Code provides: “Prior to an entry in the register of shareholders, except for the instance referred to in §2, the entity operating the register of shareholders shall inform the person whose rights are to be deleted, amended or encumbered by an entry, of the wording of the intended entry, unless the person has consented to the entry.”

Under the proposal, this consent will have to be made in written form with the signature confirmed by a notary, or in written form in the presence of a person authorised by the entity maintaining the register of shareholders who will confirm his or her presence by a signature or in electronic form bearing a qualified electronic signature, a trusted signature, or a personal signature.

Extension of the binding force of share certificates, and sanctions for failure to perform certain obligations

Based on the earlier changes related to dematerialisation of shares, share certificates were to continue to have evidentiary value only for five years following 1 March 2021.

Under the proposal, this period is to be extended for a further two years.

Moreover, because some non-public companies failed to carry out the obligation to conclude a contract for operating the shareholders register, or to register the shares in a securities depository, the proposal would introduce an additional sanction in the form of a fine of up to PLN 20,000 to be imposed on the persons authorised to conduct the affairs of a joint-stock company or joint-stock limited partnership and to represent the entity, for:

• Failure to summon shareholders to surrender their share certificates, or
• Failure to conclude a contract to maintain the shareholders register or to register the shares in a securities depository.

Submission of the shareholders register to the registry court upon deletion of the company from the National Court Register

When a company is deleted from the National Court Register, the entity maintaining the shareholders register will be required to submit the shareholders register to the registry court, so that the court can store the shareholders register in the court’s archive along with the company’s registry file.

Entry into force and deadline for notifying changes

According to the draft, the amending act would enter into force eight months after publication.

Companies for which a shareholders register is maintained, or whose shares are registered in a securities depository, will have to submit their changes to KRS within three months after the amending act enters into force.

Joint-stock companies (SA), joint-stock limited partnerships (SKA), simple stock companies (PSA) and European companies (SE) will have to adjust the provisions of their articles of association in line with the new rules within four years after the amending act enters into force.

Kacper Czubacki, adwokat, M&A and Corporate practice, Wardyński & Partners