31 July 2023

Theft of companies – commentary by Orest Ochocki on

On the pages of the portal, attornery-at-law Orest Ochocki, a partner co-leading the corporate and transactional law team, comments and discusses the institution of the so-called newsetter of the National Court Register, the purpose of which, at the time of its introduction to the Polish legal order, was to prevent the so-called theft of companies.

According to att. Ochocki, this is not a sufficient tool to effectively prevent or impede company theft. The purpose of the introduction of the amendment to the KRS Act was to make it easier for authorised persons to defend themselves against a case of company theft, not to prevent such theft. The KRS Newsletter enables any interested person to obtain immediate information not only about an entry in the KRS, but also about the very fact of registering a case for a given entity in the IT system.

The moment interested persons, e.g. members of the company’s bodies, become aware of an attempted theft – executed e.g. on the basis of false documents – they may take immediate action, such as participating in the registration proceedings and taking a stance on the case, observing the relatively short deadlines for appealing against an entry in the Register, or filing an appropriate action with respect to the resolutions in question, as well as immediately reporting a suspicion that a crime has been committed.

Attention should also be drawn to the limited cognition of the registration court. The registration court examines whether the documents attached to the application comply with the provisions of law in terms of form and content. On the one hand, this promotes the efficiency of registration proceedings, but on the other hand, it comes at the expense of the security of legal and economic turnover. Not only does the registration court fail to verify the authenticity of the documents constituting the basis for entry. In many cases, it does not even have the tools for such verification.

The very availability of the newsletter on the Court Register Portal is assessed positively by att. Ochocki, however he points out that one should be aware that it is not a tool which will prevent or significantly limit theft of companies. Awareness of its introduction or existence is rather low and its use is rather rare. The functioning of the newsletter, as well as its use, does not absolve the obligation to familiarise oneself with the Register or to take appropriate action in connection with an attempted or committed theft of a company. I see the advantage of the newsletter as significantly facilitating the ability to mount an effective defence against company theft, particularly in terms of the efficiency and speed with which such action can be initiated.

We encourage you to read the article ‘Company theft prevention only works in theory‘, as well as to aknowledge our full range of company law support.