Regulatory change in 2015 and automatic deletion of a company from the National Court Register.
In January 2015, regulations came into force amending the then-current regulations on the National Court Register related to the maintenance of the register of entrepreneurs. The changes introduced were primarily aimed at transforming the existing system, creating a publicly accessible online portal, as well as abandoning the publication of entries in the Monitor Sądowy i Gospodarczy (MSiG). One of the most important changes was the obligation to resubmit an application for entry in the KRS by the end of 2015 - entities that failed to do so were, according to the regulations, automatically deleted from the KRS (Register of Entrepreneurs), and their assets were taken over by the State Treasury free of charge by operation of law.
Complaint to the Constitutional Court
The subject of the complaint to the Constitutional Court was precisely the provisions concerning the automatic deletion of a company from the register for failure to resubmit an application, as well as the gratuitous acquisition of assets by the State Treasury. The complaint was filed by the deleted company, arguing that the introduced regulations deprived entities - which were late in filing an application or failed to do so - of judicial and administrative-legal capacity. In the company's view, depriving it of its legal subjectivity, as well as its property rights, was disproportionate to the goal intended by the legislator, i.e. openness of economic life. The company argued that this goal could also have been achieved through less drastic legal consequences. One of the arguments of the complaint was also that the companies not only lost their right to conduct business in a certain legal form overnight, but were also deprived of the possibility to appeal against their deletion, i.e. mechanisms to reverse the adverse effects and restore their legal existence. In addition, there was a lot of doubt about the issue and the manner in which the Treasury would manage the assets taken over from the liquidated companies - as the amended legislation did not contain any implementing regulations that would regulate this issue.
The importance of the aforementioned problems was highlighted, among others, by the Constitutional Court, which in 2019 declared unconstitutional Article 9, Paragraph 2b, Sentence 3 of the Law Introducing the National Register, stipulating that shareholders of companies that have ceased to exist have no rights to the company's assets(case reference P 13/18). As a result of the CT ruling, shareholders are entitled to seek compensation.
If you have any questions on issues related to the automatic deletion of the company and the claiming of compensation by shareholders, we invite you to contact us by e-mail at kontakt@kancelaria-pozniak.pl or by telephone at +48 665 246 969.