You have registered or you are planning registration of a company in the National Court Register by electronic means using template of contract, i.e. the so-called S24 mode? If so, you should be aware that since 1 April 2016, new provisions of Commercial Companies Code ( and implementing acts) have come into force. They facilitate electronic filing of applications to the National Court Register in the case of companies: registered partnership and limited partnership, as well as limited liability companies. Currently not only the registration of companies is feasible by electronic means but also changes to the contract, increase in capital, or the adoption of resolutions. Please note, however, that in order to benefit from facilitations, the company must be registered electronically (using a template of contract).
It is the next step in facilitating electronic registration of companies after amendment introduced at the end of 2014.
What changes after 1 April 2016?
Due to the modifications of legislation it is possible ( by electronic means using the templates)
In the case of registered partnerships and limited partnerships:
- amending the agreement in the context of variable decisions, using standard resolution template amending the company's agreement made available in the S24 system. (If the contract is not amended using the resolution template, a change occurs by drawing up a new text of Articles of Association),
- the transfer of all the rights and obligations of a shareholder to a third party,
- adoption of resolutions relating to the change of the company's address and submission of the application for entry in the National Court Register
- adoption of resolution to approve the financial statements and submission of the application for entry in the National Court Register(KRS)
- a resolution to dissolve the company. Adoption of resolution by electronic means using template requires to complete a resolution form available online and to provide secure electronic signatures verified by means of valid qualified certificates or signatures confirmed by ePUAP trusted profile. Such a resolution is equivalent to a resolution in a written form.
In the case of limited liability companies, it is possible (electronically):
- adoption of resolutions using the template of resolution provided in S24 system. In this case, the application for registration shall be made via the S24. An adoption of resolution does not require to call a meeting of shareholders, a condition to adopt it, however, is taking it to a vote by all shareholders. The right to vote shall be made by a statement submitted in the S24 system, bearing a secure electronic signature verified by means of a valid qualified certificate or by a signature confirmed by ePUAP trusted profile. When exercising the voting right a shareholder may lodge an objection to the resolution. The resolution is equivalent to a resolution drawn up in writing. Resolutions shall be appended to the minute book in the form of print-outs from the computerised system certified by signatures of the Management Board,
- a change in the variable provisions of the contract
- increase of share capital (if we perform it through a template available online, it can be covered only by means of cash contributions, in-kind contributions are possible by traditional means, i.e. a notarial act),
- the transfer of shares (buyer and seller's declaration should bear a secure electronic signature verified by means of a valid qualified certificate or signed by PUAP trusted profile),
- adoption of resolution on a change of address.
Remember that when fulfilling each of these steps you must have a secure electronic signature verified by means of a qualified certificate or signature confirmed by ePUAP trusted profile.
ePUAP trusted profile in KRS — new applications
Since 1 April 2016, the rules for the use of ePUAP trusted profile when submitting documents and applications to the National Court Register (KRS) have changed. Until now, most of them had to bear a secure electronic signature verified by means of a qualified certificate. Confirmation of signature by ePUAP trusted profile could be used only for establishing registered partnership and limited partnership under S24 mode and when submitting financial reports to the KRS (for online registration of limited liability company a simple electronic signature was sufficient). Since the beginning of April 2016, all applications submitted to KRS via the Internet may be signed by ePUAP trusted profile.
The procedures described above can be fulfilled by means of the webiste of the Ministry of Justice E-MS.