FACILITATING THE REGISTRATION OF COMPANIES IN THE NATIONAL COURT REGISTER AND AND DELETION OF INACTIVE ENTITIES

The principle of single window

On 1 December 2014, came into effect the Act of 26 June 2014 amending the Act on the National Court Register and amending certain other acts.  Amendments aim at reducing bureaucracy from procedures of registration in the National Court Register (KRS).

Amendments to the Act  on the National Court Register (KRS) introduced the principle of single wiindow, which in practice means for the registered entity receiving along with the number of the National Court Register also NIP and REGON number.  There has been a change in the communication between the registry court and authorities and the number of forms and documents required for submission has been limited to the minimum. The procedure of single window includes applications submitted in paper form and electronic registration.

An entity covered by the entry in KRS is obliged to submit an application for registration together with all the annexes (application forms used in the National Court Register are available on the website of the Ministry of Justice)

Together with the application on paper submitted to KRS you are no longer required to submit the relevant notifications and documents intended for offices (now you do not have to via the National Court Register (KRS) transmit to the tax office an agreement confirming legal title to the premises, where the registered office of the company is).

Following the repeal of Article 171 and 324 of the Commercial Companies Code you are not obliged to transmit to the tax office a copy of the contract of limited liability companies and Articles of Association of joint-stock company, certified by the board.

Simplified registration procedure enables newly established entity to take up economic activity following entry in registration in KRS (registration is effected at the time of inclusion of data in the register).

The so-called basic data and supplementary data

The data of entity contained in the entry in the National Court Register is the so-called "basic data" - these data are automatically transmitted to the Central Register of Entities  -National Register of Taxpayers and the national official business register (CRP-KEP).  CRP-KEP sends them to the Central Register of Contribution Payers ZUS.  The automatic data transmission relates to the first submission of application in the National Court Register, as well as any update, which is very useful for entrepreneurs.  The data that you submit to the court together with the application for entry in the National Court Register are automatically entered in the relevant official registers.

Assignment of NIP and REGON identification number consists in the automatic inclusion in the National Court Register after the transfer from the Central Register of Entities — National Register of Taxpayers and the national official business register.  This means that by monitoring the content of your registration you will know what numbers have been assiged to you.

The supplementary data for the tax office (NIP-8)

The data entered in the KRS register is the basic information about the company.  Supplementary data is the additional information which is not disclosed in the KRS register (i.a. the list of bank accounts, the date on which the obligation to pay social security contribution arised, correspondence address.

As the representative of entity entered in the National Court Register (KRS), you are obliged to report these data to the tax office separately.

Company (in practice, you as its representative) submits NIP-8 form electronically or in the competent  tax office (paper version). The notification NIP-8  must be submitted within 21 days from the day of entry in the National Court Register (KRS) or within 7 days if you intend to pay social security contributions (7 days from the date of arising the legal relationship justifying the old-age and disability insurance).  This situation occurs frequently in the case of single-member limited liability companies. Supplementary data from CRP-KEP are automatically transferred to the REGON register and the ZUS Central Register of Contribution Payers.

In the NIP-8 form for partnerships (registered partnership, professional partnership, limited partnership and limited joint- stock partnership) data of individual shareholders and their tax identification number (NIP) are entered.

ZUS on the basis of the received basic and supplementary data automatically creates the payer's account dedicated to settlement of contributions for particular insurance and draws up the registration documents of the contributions payer.

Limit of the number of codes

Amendments to the law on the National Court Register also introduced a modification of procedures for reporting by companies the object of activity in the Polish Classification of Activities (PKD).  In accordance with Article 40(1) of the Act on the National Court Register, for data on the objects of the activity in the register of entrepreneurs from 1 December 2014, in the application for the entry in the National Court Register (KRS) it is possible to choose not more than ten items in accordance with the PKD, including one of the predominant activity at the level of subclasses.

If your company was registered in the National Court Register before 1 December 2014, you have 5 years to adapt the PKD to the new provisions.

Updating of data in the National Court Register from January 2015 - removal ex officio

The Act of 28 November 2014 amending the Act on the National Court Register and some other acts, which entered into force on 1 January 2015, aims at increasing  security of trade by updating data in the National Court Register.  Owing to amendment it is easier to remove from the register the companies not conducting economic activity.

After amendments, in line with Article 25a of the Act on the National Court Register, the registration court shall ex officio institute proceedings for an entity entered in the register without winding-up proceedings, where:

  • dismissing an application for a declaration of bankruptcy or insolvency proceedings the bankruptcy court determines that collected material gives rise to dissolution without  liquidation proceedings;
  • dismissing the application for a declaration of bankruptcy or insolvency proceedings were suspended on the grounds that the assets of an insolvent debtor are not sufficient to cover the costs of the procedure;
  • issued an order to withdraw from the coercive proceeding or its discontinuation;
  • despite a summon from registry court  annual financial statements for 2 consecutive financial years were not submitted;
  • despite two requests of the registration court the other obligations were not fulfilled (referred to in Article 24(1) of the Act).

In the course of the procedure for termination of an entity registered in the National Court Register without winding-up proceedings the registry court examines whether the entity has a negotiable assets and whether it actually operates.

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