21.02.2022
Author: Jarosław Kruk - attorney at law, managing partner
In the last dozen or so years, criminals have made amazing profits by stealing companies. A way much safer than robbery and extortion or forgery of invoices and VAT fraud. It is not a massive crime like VAT extortion, it requires more sophistication and a better understanding of the business and legal world. The lower risk is caused by the ignorance of this practice in law enforcement agencies and civil courts.
The basic role in any hostile and criminal takeover of companies is the entry of the changed authorities and often partners / shareholders or changes in the articles of association into the National Court Register. The printout from the National Court Register constitutes identity cards for new authorities established by thieves. It allows you to access bank accounts and conclude any contracts that are encumbered by the company. The printout from the National Court Register states that whoever is mentioned in it is the power in the company - no matter what way he got there. Everyone honors the printout from the National Court Register, and usually the activities of the National Court Register were limited to a cursory check of documents and registration of changes. The court of the National Court Register is not a trial court.
The prosecutor's office discontinued most of the notices of a crime on the grounds that the issue was civil, so let the case be decided by a civil court. Criminal proceedings have very rarely resulted in the recovery of a stolen company. A third party, when performing activities with the represented company in accordance with the current printout from the National Court Register, acts in good faith and possible bad faith must be proven. For several years, a printout from the online KRS system has been an official document. Over time, the practice of civil courts began to deal better with the theft of companies, using, inter alia, the institution of a compulsory administrator, the use of which makes it possible to stop the theft of a stolen company, at least until the end of lengthy court trials.
The National Court Register is established to consider changes to the company register, and not to settle disputes between partners or parties to a contract. This was argued by dismissing or rejecting (for formal reasons) the complaints and the appeal. Fraudsters prepare simple motions, general meetings dismiss, appoint other members of the management board or supervisory boards and, after registering these changes or even before, rob the company. A participant in the registration procedure is the company, not its partners or dismissed members of the supervisory board or the management board, and in accordance with the provisions of article 518 1 paragraph 4 point 3 of the Code of Civil Procedure, other interested parties have a 7-day period for submitting an appeal, the period running from the date of entry in the National Court Register.
This provision has been in force for many years and facilitates the actions of fraudsters. In this respect, there is an improvement. Later this year, obligatory / automatic notifications to interested persons, partners, members of the management board, the so-called authorized persons to submit an application to change the company's data in the National Court Register. The so-called KRS newsletter. I hope these changes will be implemented. They should be assessed very positively, which in the case of changes in Polish law in the last 6 years is a rare exception than the rule. Usually, these changes spoil our legal system, taking it away from the European one.
As for the procedure of the theft of companies, after a certain dimness, it gained momentum again. Fraudsters linked to parliamentarians from the ruling camp, whose support slows down or discontinues criminal prosecution, are beginning to be particularly active.
