Companies & corporate law

Changes in the compulsory dematerialisation of shares introduced by the Anti-Crisis Shield 3.0 regulations

On May 14, 2020, the Polish Parliament passed a law amending certain laws on protective measures in relation to the spread of the SARS-CoV-2 virus, so-called The Anti-Crisis Shield 3.0, which introduces a number of new regulations concerning entrepreneurs, including changes in the scope of mandatory dematerialisation of shares.

Below I present the most important changes concerning the mandatory dematerialization of shares:

  1. the documents of shares issued by the company shall expire by virtue of law on March 1, 2021 and not on January 1, 2021 (2-month extension), on the same date they shall become legally binding respectively: entries in the register of shareholders or subscriptions to securities accounts,
  2. the first call for shareholders to submit share documents in the company should be made by September 30, 2020 and not June 30, 2020 (3 months postponement),
  3. until March 1, 2021, and not January 1, 2021, the provisions on registered shares shall apply accordingly to the exercise and transfer of rights from bearer shares whose documents have been submitted to the company.

As a consequence of the above changes, it should be pointed out that the obligation to: (1) adopt a resolution by the general meeting of shareholders on the form of registration of shares and the entity keeping the register, and (2) conclude an agreement for keeping the register of shareholders or an agreement for registration of shares in the depository of securities by the company, as the above obligations should be fulfilled before the first call for shareholders to submit share documents in the company (by September 30, 2020), has been extended accordingly.

The remaining obligations in the area of share dematerialization are not subject to change.

In particular, it should be pointed out that as of January 1, 2020, joint stock companies and limited joint-stock partnerships are obliged to maintain their own websites and publish on those websites, in places designated for communication with shareholders, announcements from companies required by law or their statutes.

Author team leader DKP Legal Michał Puk
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