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  • Writer's pictureJarosław Kruk

Newsletter of the National Court Register as a response to the theft of companies?

07.03.2022

Author: Anna Raczkowska - attorney at law trainee , Jarosław Kruk - attorney at law, managing partner


The Ministry of Justice is preparing significant changes in the operation of the National Court Register. The introduction of new regulations was announced by the Deputy Minister of Justice and, according to the announcement, they will come into force in May 2022. In the course of business transactions, the newsletter is usually associated with a marketing tool of communication with the consumer. Soon, this concept will be used in the procedures related to the registration of the company. The proposed changes to the act are to introduce the so-called the KRS newsletter service (KRS – Krajowy Rejestr Sądowy/National Court Register), consisting in the automatic sending of information to interested persons about an attempt to change data in the National Court Register - even before the application is recognized. From information already known, it is proposed to add article 10a paragraph. 1 to the currently applicable Act on the National Court Register. Apart from the general announcement of the ministry, the details are still unknown, as there is no draft act in this issue yet.


The main motive for the changes is the growing problem of theft of companies. The KRS newsletter is aimed at preventing such situations. In addition, when it comes to the use of false documents, it will be possible for authorized persons to take part in the pending proceedings, challenge the decision on the entry and notify law enforcement authorities of an attempted theft of the company. The KRS newsletter is not only to be a tool to protect against theft, but also to improve the work of registry court secretariats, as applicants will be kept informed about the status of the case.


The change proposed by the ministry is another step taken to verify the registration proceedings. The first significant change was the introduction of an online registration procedure in 2021, as well as the visibility of registration procedures on the Court Registers Portal.


Until now, cases of the theft of the company are possible, and even unfortunately very common. These are all activities that lead to unfavorable changes in the company's structure. The fraudsters use forged documents of powers of attorney and contracts, forged resolutions of the company's bodies - all in order to illegally seize control of the company. Thus, "theft of the company" is more of a mental shortcut and in fact means all activities aimed at taking control of the company and selling its assets. In practice, this means that the acquisition of control takes place by notifying the change of shareholders and the management board, thanks to which it is possible to undertake criminal activities. The theft of companies is also caused by the fact that the applicable provisions of the Commercial Companies Code are poorly developed and allow the company to be taken over.


While the introduction of the KRS Newsletter may positively affect a faster reaction in the case of suspicious applications - the practice of registration courts responsible for verifying the submitted documents is particularly important. However, the legislator should extend the announced changes to include the possibility of participation in registration proceedings for persons other than the applicant, due to the fact that the registration procedure itself is very formal and has limited resources of evidence.


The newsletter of the National Court Register seems to be a good idea, but the theoretical assumptions will be verified and only after the lapse of time will it be possible to see whether it contributed to more effective alerting of attempts to commit crimes such as theft of companies. What you should pay attention to is the growing problem of criminal acts related to the theft of companies, as well as the emerging urgent need to counteract. The KRS newsletter is another proof that the legislator made efforts to prevent theft, while these are only theoretical assumptions that require improvement.

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