Mandatory dematerialization of shares and the anti-crisis shield

On 31 March 2020, the Act of 31 March 2020 amending the Act on Extraordinary Measures for Preventing, Counteracting and Combating COVID-19, Other Infectious Diseases and Emergencies Caused by Them and Certain Other Acts as part of the so-called anti-crisis shield was promulgated in the Journal of Laws.

The above-mentioned act introduces changes to over 60 acts, including the Commercial Companies Code. However, these amendments do not include solutions concerning the mandatory dematerialization of shares in joint-stock companies and limited joint-stock partnerships, introduced by the Act of 30 August 2019 amending the Commercial Companies Code and Certain Other Acts (the “Act”). This means that at present the above solutions remain in force.

Therefore, we would like to remind you of preparatory actions that should have already been taken by joint-stock companies and limited joint-stock partnerships in order to satisfy the obligations resulting from the Act in terms of share dematerialization.

What is new?

Under the Act, from 1 January 2021, shares in joint-stock companies and limited joint-stock partnerships will cease to have the form of a physical document. As a rule, they will be subject to registration in the so-called register of shareholders maintained by an authorized entity (e.g., a brokerage house).

The register of shareholders will be maintained in an electronic form.

An entity maintaining the register of shareholders will make an entry in the register of shareholders at the request of a company or other person having legal interest in an entry being made and, for this purpose, will examine the contents and form of documents justifying the entry. It is important that, as a rule, only the person who is entered in the register of shareholders (and not, as at present, a person entered in the share register or a holder of bearer shares) will be considered a company shareholder.

A company should call its shareholders five times to submit share documents to the company, against a written confirmation issued to a shareholder.

On 1 January 2021, the share documents will expire by virtue of law, and the share documents will remain valid only to the extent that a shareholder demonstrates to the company that s/he is entitled to rights attached to shares. On the same day, entries in the register of shareholders will become legally binding.

What is important for the company and its shareholders?

Due to the above-mentioned circumstances (obligatory dematerialization of shares with participation of an independent entity keeping the register of shareholders), it is advisable that joint stock companies and limited joint-stock partnerships review the correctness and up-to-date status of the share documents issued by them and, if necessary, take appropriate corrective actions in this respect. On the other hand, if the company, for any reason, has not yet issued the share documents, it should do it as soon as possible.

It is also important for management boards of companies to make sure that the book of registered shares and temporary certificates (book of shares) kept by them or on their behalf reflect the current legal and factual situation and, if necessary, make appropriate amendments in the book.

The above actions should be accompanied, as appropriate, by appropriate corporate actions (e.g., adoption of resolutions by competent company bodies).

How can we be of help?

Our Law Firm provides legal assistance in the field of broadly defined commercial company law. In the context of the above described circumstances accompanying the obligatory dematerialization of shares, we support our Clients in verifying the contents of share documents issued by or to them, analysing the contents of books of shares and reviewing other corporate documents, and other, and where irregularities are found, we assist our Clients in implementing appropriate corrective measures. All our actions are aimed at ensuring that an entity, which from 1 January 2021 will keep the register of shareholders of a company (e.g. a brokerage house), does not have any reservations to the contents and form of documents that may constitute the basis for entry in that register.

Please contact us if you require legal advice or have questions with reference to the above.

 

Information contained in this publication is of general nature and does not relate to the situation of a particular company. Due to frequent changes in Polish legislation, we kindly request that you make sure that on the day you are reading this publication the information contained therein is still up to date. We suggest that you consult our advisers before making any decisions.