Procedure Where an Entry in the National Court Register Is Out of Date

In this article we discuss the following issues:

1. Problems where the new management board does not update the data in the KRS
2. What to do where out-of-date data appears in the KRS
3. The procedure for filing an application to change out-of-date data in the KRS
4. The Law Firm's role in updating KRS entries.

Problems Where the New Management Board Does Not Update the Data in the KRS

Where the management board changes or all the shares in a company are sold, the new management board may fail to file an application with the registry court. In such a case, the former shareholder or former management board member (president) still appears in the National Court Register (KRS), even though they have no influence on the company's activity. This situation gives rise to a number of presumptions that are negative for that person, such as a presumption of liability for the company's obligations, and correspondence relating to the company being sent to the management board member disclosed in the KRS. Sometimes the sale of all the shares in a company also involves a change of its registered office. If the new management board does not update the company's address in the KRS, correspondence for the company is sent to the old address, which may prove troublesome.

See also: Legal services for businesses

What to Do Where Out-of-Date Data Appears in the KRS

If the new management board does not file an application to update the data in the KRS, the former management board has a legal remedy under Article 24(6) of the National Court Register Act. This provision makes it possible to apply to the registry court for data to be deleted and new data to be entered by the registry court of its own motion. If the KRS shows the data of previous shareholders, the previous management board or an old address instead of the new data, the previous management board or shareholder may apply for the out-of-date data to be deleted of the court's own motion, even though they have no standing to file an application under the standard procedure. Under the above provision, in cases justified by the security of legal transactions, the registry court may of its own motion delete data that do not reflect the actual state of affairs or enter data that do reflect it, if the documents forming the basis of the entry or deletion are in the registry files and the data are material. This legal remedy allows the former management board or shareholder to have out-of-date data concerning them deleted from the KRS, even though they have already lost actual control of the company.

See also: CHF loan law firm (in Polish)

The Procedure for Filing an Application to Change Out-of-Date Data in the KRS

If the new management board has not filed an application to change the data, the person whose data appear in the KRS contrary to the current legal position should file an application with the registry court through the Court Registers Portal (Portal Rejestrów Sądowych, PRS) under Article 24(6) of the National Court Register Act. The application must show, with appropriate documents, that the data appearing in the KRS are out of date and must request that they be deleted or changed to the current data. These documents must be attached to the application as scans and, if the application is not filed by a professional proxy, also sent to the registry court in the original. The application must show that the data to be changed are material and that the out-of-date entry threatens the security of legal transactions. An advantage of this solution is that no fee is payable for filing such an application.

KHM Law Firm assists with all the formal and legal steps relating to this procedure.

Example

Marek held all the shares in the company Długopis sp. z o.o. and was the president of its management board. Marek decided to sell his shares to Lucyna. Immediately after the sale, Lucyna dismissed him from the position of president of the management board and appointed herself in his place. Lucyna also moved the company's registered office to another city. However, Lucyna did not file an application with the registry court to change the data on the shareholders, the management board and the registered office. Shortly afterwards, the company ran into financial difficulties. Marek began to receive correspondence relating to the company's financial arrears. However, from the moment he sold his shares and was dismissed from the position of president of the management board, Marek had completely lost control of the company. To put an end to the troublesome correspondence and the unfavourable presumptions, Marek should file an application with the registry court under Article 24(6) of the National Court Register Act and attach documents confirming the sale of the shares and his dismissal from the position of president of the management board.

We Help Update Data in the KRS

We help remove out-of-date data from the KRS by:

1. analysing the facts and documents to assess whether out-of-date data can be removed from the KRS where the new management board has not filed an application
2. discussing the procedure for filing an application with the registry court to change out-of-date data
3. analysing the documents provided and selecting those to be attached to the application to the registry court
4. preparing and filing the application with the registry court to change the out-of-date data