On 23 January 2026, the Sejm (The Lower House of the Polish Parliament) adopted an act amending the Commercial Companies Code and certain other acts, which was published in the Journal of Laws on 17 February 2026 (Journal of Laws of 2026, item 176) (the “Act”). The amendment introduces a number of practical changes in the functioning of limited joint-stock partnerships, joint-stock companies and simple joint-stock companies, modernising the regulations, among other things, in response to the needs of the digitalisation of the economy. According to the explanatory memorandum to the draft Act, its main objective is to increase the security of legal and economic transactions. Furthermore, it constitutes a further step in adapting the existing regulations to the effects of the universal dematerialisation of shares introduced in 2021. The new information obligations introduced by the Act are intended to increase the level of protection for shareholders and other trading participants, as well as to streamline the procedure for making entries in the register of shareholders. The Act will enter into force 12 months after its publication, i.e. on 18 February 2027.

What changes does the Act introduce?

The Act introduces the following changes to the Commercial Companies Code (KSH):

• With regard to both joint-stock companies and simple joint-stock companies, the management board of the company is now required to notify the registry court of the conclusion of an agreement to maintain a register of shareholders, together with specific data allowing for the identification of the entity maintaining the register.
• In addition, the management board of a joint-stock company or a simple joint-stock company will be required to report to the entity maintaining the register of shareholders any changes in the data specified in Article 300³³ 3 of the CCC and Article 328³ § 4 of the Commercial Companies Code – within 7 days of the date of the event giving rise to the entry. Failure to report changes is subject to a disciplinary sanction – any member of the management board who allows the management board to fail to report changes in the register of shareholders is subject to a fine of up to PLN 20,000.
• Certain reporting obligations will also rest with the entity maintaining the register of shareholders of a given company. This concerns, in particular, the obligation to report to the registry court the expiry or termination of the agreement to maintain the register of shareholders.
• The scope of information that should be included in the register of shareholders has been expanded, both for natural persons and other entities.
• It has been specified that a statement of consent to an entry in the register of shareholders, submitted by a person whose rights to shares are to be deleted, changed or encumbered, may only be submitted in writing with a notarised signature, with a signature certified by the entity maintaining the register, or in electronic form with a qualified, trusted or personal signature.
• The division into registered and bearer shares has been abolished. As a result of dematerialisation, all shares function as registered shares, thus rendering the division into registered and bearer shares irrelevant. However, it should be noted that shares not registered on the date of entry into force of the Act will be subject to the existing provisions on registered and bearer shares until the date of their registration.
• In addition, the Act introduced regulations requiring amendments to the articles of association in connection with the preferential treatment of shares or restrictions on the possibility of disposing of them. According to the new regulations, the articles of association should, among other things, appropriately designate shares whose disposal requires the consent of the company or is otherwise restricted, as well as shares with special rights (preference shares).

In addition, the Act amends the Act on the National Court Register, extending the information published in the Register of Entrepreneurs to include information on the maintenance of a register of shareholders or the registration of shares in a securities depository.

What steps should be taken to comply with the new regulations?

While awaiting the entry into force of the new regulations, company management boards can already take steps to ensure compliance with the new regulations. A solution that will significantly facilitate compliance with the requirements of the Act will be to verify in advance the extent to which the changes affect a given company and to prepare additional documents and information to be submitted to the entity maintaining the register of shareholders.

In addition, it is also important to remember that appropriate changes must be made to the articles of association and statutes of companies. Although the legislator has provided for as much as two years from the date of entry into force of the Act – i.e. the changes must be made by 18 February 2029 – it is certain that early consideration of the requirements set out in the Act will have a positive impact on the compliance processes in companies that are subject to the new regulations.

Authors: Tomasz Pieczyk – Attorney-at-law, Managing Partner at SKP Law Firm, Tymoteusz Kwidziński – Legal associate at SKP Law Firm.