KRS – National Court Register

KRS – the National Court Register – is a Polish register maintained by the commercial divisions of courts, known as registry courts. It contains the most important information about entrepreneurs, including companies, associations, foundations, and certain other legal entities operating in Poland. Its task is to ensure adequate transparency and, consequently, certainty in business transactions.

Entries in the KRS are made via the PRS – the electronic Court Register Portal. Therefore, in very few cases can an entry be made on paper. In most cases, it requires an account in the PRS system and the submission of an electronic application with an ePUAP signature or a qualified electronic signature.

KRS – what does it consist of and what entities are entered into it?

The National Court Register is divided into three separate registers:

• KRS Register of Entrepreneurs – contains primarily data on companies (e.g., general partnerships, limited liability companies, joint-stock companies, etc.), cooperatives, state-owned enterprises, research institutes, as well as branches of foreign companies;
• Register of Associations, other social and professional organizations, foundations, and public healthcare institutions – contains entries on entities classified as NGOs and entities classified as healthcare institutions;
• Register of insolvent debtors – contains information on the insolvency of entities entered in this register.

Importantly, sole proprietorships of natural persons are not entered in the National Court Register – they are registered in a different register – CEIDG.

Entries in the National Court Register – public, but always up to date?

Entries in the National Court Register have certain unique features:

• publicity – entries in the register are public.

This means that anyone can check basic information about a given entity without having to pay any fees (e.g., verify who is or was on the company’s management board, who is a partner holding more than 10% of the shares, where the company’s registered office is located, whether the company has been declared bankrupt or is in liquidation);

• presumption of the accuracy of the entry and non-existence of unregistered data – entries in the National Court Register are considered to be consistent with the actual factual and legal status.

However, it should be borne in mind that changes such as, for example, a modification of the composition of the representative body (most often the management board) or the sale of shares in a limited liability company are effective on the date of these events (i.e., on the date of resignation/dismissal from the management board or appointment to the management board, or on the date of signing the agreement for the sale of shares in a limited liability company). However, they are always registered slightly later (even in the case of immediate submission of an application for entry of changes). And it is the date of registration of the changes (and not the date of the event – e.g., the actual date of resignation from the management board) that will be visible in the National Court Register.

It may therefore turn out that a member of the company’s management board who resigned from this function several weeks earlier is still listed in the National Court Register, and the change has not yet been recorded in the National Court Register. Similarly, it may turn out that the company’s partner is now a different entity than the one still listed in the National Court Register (but the sale of shares has not yet been entered in the register).

How to make an entry in the KRS?

Currently, such entries are made exclusively electronically via the PRS – Court Register Portal or via the S24 system, available only to certain entities (those that have been registered via S24). Depending on the type of entity we want to register, the procedure and the information required vary slightly.

The first step is, of course, to prepare the appropriate documentation required for the entity and type of entry, and then to complete the electronic application form together with the previously prepared attachments.

After submitting the application in the above-mentioned systems, the registry court examines its correctness in both formal and legal terms. If the verification is positive, it makes an entry in the relevant register.

What happens between the conclusion of a partnership agreement and its entry in the National Court Register?

Most entities operating on the market (i.e., capital companies, limited joint-stock partnerships, cooperatives, state-owned enterprises, foundations, and registered associations) must be entered in the register, as this is a basic condition for their establishment and granting of legal personality.

Partnerships (including general partnerships and professional partnerships) are only established upon entry in the National Court Register. Therefore, they cannot conduct any business activity before that moment.

The situation is different for capital companies. For example, limited liability companies may operate in the period from the signing of the articles of association to the moment of entry in the National Court Register (they then operate as a company “in organization”). The maximum period of operation “in organization” is 6 months – after this time, the company can no longer be entered in the National Court Register on the basis of the concluded articles of association.

Entry in the KRS is also a condition for entering an entity in the Central Register of Beneficial Owners, and in turn, entry in the CRBO is a condition for opening a bank account for a registered entity. Only these activities translate into the entity’s full operational capacity on the market.

What information about an entity can be found in the KRS?

Depending on the type of entity registered in the KRS, the information disclosed will vary slightly. The data common to most entities includes, above all: company name, address, registered office, KRS number, NIP and REGON numbers, business activity, representative body – its members, their PESEL numbers.

Information on how the entity is represented is also particularly important. This information tells us whether the person who signs a contract/document on behalf of a given entity actually has the right to do so and whether they can do so alone.

As regards specific data disclosed in the National Court Register, these are primarily:

• companies: e.g., data on historical members of the management board, information on whether a bankruptcy petition has been dismissed against the company pursuant to Article 13 of the Bankruptcy Law, references to arrears, information on liquidation proceedings;
• foundations: e.g., scope of economic activity (if the foundation conducts such activity), founder—i.e., the person who established the foundation, possession of public benefit organization status;
• registered associations: e.g., statutory objectives and tasks, members of statutory bodies, persons who are founders of the association (in the case of an association, there must be at least 7 of them).

Is the data of a limited liability company partner always disclosed in the National Court Register?

As a rule, the data of limited liability company partners is subject to disclosure in the register. However, this is not the case for absolutely all shareholders. In this case, the size of the share that a given partner holds in the company is important.

The KRS discloses the details of shareholders who hold, individually or jointly with others, at least 10% of the share capital of a limited liability company. Therefore, persons holding less than this will not appear in the register, although they obviously have the status of a shareholder and the rights and obligations associated with it. In reality, there may be many “silent” shareholders in capital companies. It will therefore only be possible to check the exact ownership structure by using the KRS electronic document browser and verifying the list of company shareholders in this way.

How to avoid mistakes when filling out an application to the KRS?

It is becoming increasingly common for courts to return applications for registration or changes to entity data due to deficiencies. These errors are often minor mistakes, but they unnecessarily prolong the entire process.

To avoid them, it is worth using professional legal services when preparing applications and letters submitted to the KRS. This ensures a smoother course of proceedings and avoids unnecessary delays.