Poland: New rules for joint-stock companies, limited joint-stock partnerships

Poland: New rules for joint-stock companies

Legislation in August 2019 amended Poland’s commercial code and includes provisions that affect the obligations of joint-stock companies and limited joint-stock partnerships. In general, the new measures aim at preparing these types of entities for changes related to the obligatory dematerialization of registered and bearer shares as well as the introduction of the register for shareholder.


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The first of the new regulations was effective 1 January 2020.

Under these new rules, shares in companies are to be “dematerialized” (a change of the form of shares from physical certificates to electronic records). Share documents must be subject to submission to the company, and their binding force will expire by operation of law on 1 January 2021. The entries in the register of shareholders will then become legally binding.

Until 1 January 2026, the share documents will remain valid as evidence, but only to the extent that the shareholders demonstrates to the company that they are entitled to share rights. The register of shareholders will therefore be the primary source of information on the rights of participation in the company.

Effective 1 January 2020, each joint-stock company and limited joint-stock partnership must have a website that contains certain basic data.

Read a February 2020 report [PDF 233 KB] prepared by the KPMG member firm in Poland

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