Bank account for a company before the entry in the registry – from December 15, 2022
On December 15, 2022, new provisions amending the Act on the National Court Register, the Code of Civil Procedure and the Code of Commercial Companies will come into force. They are part of the so-called company law package, i.e. a comprehensive draft amendment to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law.
Bank accounts for companies before the entry to KRS
The changes included new provisions aimed at counteracting the current practice of banks and other financial institutions, which previously refused to open a bank account for capital companies before the entry into the companies register due to the lack of an entry in the Register of Entrepreneurs of the National Court Register. This made it difficult to make payments to cover shares in the company’s share capital by its shareholders.
In the explanatory memorandum to the draft act, it was emphasized that these provisions do not impose an obligation on companies in organization to open a bank account, but provide shareholders with an additional method of making payments to cover the share capital. It will still be possible to make contributions to cover shares in the capital by depositing them at the company’s cash desk.
Criticism of the new regulations
Notwithstanding the foregoing, the wording of the provisions in question, in particular the added Art. 1611, which in its current wording is not addressed to banks, but to incorporated companies, should be assessed critically. Since the provision is intended to counteract the practice of banks, the addressee of the provision should also be the banks. In addition, the new regulations in this respect do not seem to be effective, because banks could open bank accounts for companies that were not entered to the companies register even before the amendment, but in most cases they did not do so, referring to their internal procedures and policies. It is not clear how the amendment will contribute to changing the banks’ approach in this regard.