Legal Alert | Elimination of the Distinction Between Registered and Bearer Shares: New Obligations for Polish Companies

For companies, the changes will require a review of corporate documents, adjustments to internal procedures and compliance with new registration obligations. Companies will have three months to supplement their entries in the National Court Register (KRS) and two years to update their corporate documents. Preparations should begin well in advance, as failure to comply with certain obligations may expose management board members to personal liability.

Which companies are affected?

The elimination of the distinction between registered and bearer shares affects joint-stock companies (S.A.), both public and non-public, as well as partnerships limited by shares (S.K.A.) and European companies with their registered office in Poland. This distinction already does not apply to simple joint-stock companies (P.S.A.).

The remaining changes, particularly those concerning shareholder registers, will also apply to simple joint-stock companies (P.S.A.). The scope of the obligations will depend on the company's legal form and whether its shares are registered in a shareholder register or a securities depository.

Elimination of the distinction between registered and bearer shares requires a review of corporate documents

The elimination of the statutory distinction between registered and bearer shares will require companies to review their corporate documents, particularly their articles of association, for provisions concerning share types, conversion, restrictions on disposal and preferential rights.

For joint-stock companies (S.A.), the rules for identifying shares with special features will change. Shares that (i) are subject to restrictions on disposal under the articles of association, (ii) carry preferential rights or (iii) are linked to an obligation to provide recurring non-cash contributions will need to be identified in the articles of association by specifying their number and the relevant identification code or, where no such code exists, their series and numbers.

The articles of association may restrict the disposal of shares, except for shares admitted to trading on a regulated market or introduced to an alternative trading system (ASO). The amendment will also allow preference shares to be converted into ordinary shares at a shareholder's request, unless otherwise provided by law or the articles of association.

The KRS will identify the entity maintaining the shareholder register

The National Court Register will disclose details of the entity maintaining the shareholder register or the securities depository in which the company's shares are registered. The management board will be required to report the conclusion of the relevant agreement and submit a statement confirming that the agreement has been concluded. The entity maintaining the shareholder register will be required to notify the registry court of the termination or expiry of the agreement to maintain the register within seven days.

Companies for which a shareholder register is maintained on the date the amendment enters into force, and companies whose shares were previously registered in a securities depository, will be required to apply for the relevant details to be entered in the KRS by 18 May 2027.

Management boards will have seven days to report certain changes

The management board will be required to notify the entity maintaining the shareholder register of changes to the information specified in Article 328³ § 1(1)–(4) and (9)–(11) of the Commercial Partnerships and Companies Code (for joint-stock companies) and Article 300³³ § 1(1)–(4) and (9)–(11) of the Commercial Partnerships and Companies Code (for simple joint-stock companies) within seven days of the event giving rise to the entry. This obligation covers, among other things, company details, share characteristics and rights attached to shares, the extent to which shares have been paid up, restrictions on disposal and shareholders' obligations towards the company (Article 328³ § 4 and Article 300³³ § 3 of the Commercial Partnerships and Companies Code).

Failure to comply with this obligation may result in the registry court imposing a personal fine of up to PLN 20,000 on a management board member under Article 594 § 1(2¹) of the Commercial Partnerships and Companies Code.

Additional register information and protection of shareholders' privacy

Shareholder registers will include additional information, such as a shareholder's PESEL number (Polish personal identification number) or date of birth and, for entities other than individuals, the registration number and name of the relevant register. The information concerning joint ownership of shares will also be expanded. A shareholder's PESEL number, date of birth and residential address will not be disclosed to other shareholders.

There is no single deadline for supplementing all existing entries. Under Article 30 of the amending Act, the new information will be entered following requests or events giving rise to an entry that occur after the amendment to the Commercial Partnerships and Companies Code enters into force.

Consent to removal from the register will be subject to formal requirements

Consent from a person whose rights are to be removed, amended or encumbered, allowing prior notification of the intended entry to be dispensed with, will need to be given in one of the following forms:

• in writing, with a notarised signature;
• in writing, signed in the presence of a person authorised by the entity maintaining the register, who confirms their presence by signing; or
• in electronic form, bearing a qualified electronic signature, a trusted signature or a personal signature (e-ID signature).

Extended evidentiary effect of former share certificates

Since 28 February 2026, the period during which former share certificates may be used to prove shareholder rights vis-à-vis the company has been extended from five to seven years. This period expires on 1 March 2028. Shareholders holding unregistered shares should use this time to have their shares registered.

Key dates

Date	Changes or action required
From 28 February 2026	The period during which former share certificates may be used to prove a shareholder's rights vis-à-vis the company has been extended to seven years.
18 February 2027	The main changes enter into force: elimination of the distinction between registered and bearer shares, new registration obligations and new rules governing consent to entries in shareholder registers.
By 18 May 2027	Existing companies covered by Article 29 must apply for the KRS to disclose the entity maintaining the shareholder register or the securities depository in which their shares are registered.
By 1 March 2028	Shareholders holding unregistered shares should ensure that their shares are registered, as the extended period during which paper share certificates retain their special evidentiary effect expires.
By 18 February 2029 (two years after the amendment enters into force)	Existing joint-stock companies (S.A.), partnerships limited by shares (S.K.A.), simple joint-stock companies (P.S.A.) and European companies must bring their articles of association and deeds of incorporation into line with the amended law.

 

How should companies prepare?

We recommend starting by identifying the obligations applicable to the company and reviewing its articles of association. The next step is to check that the details of the entity maintaining the shareholder register and the agreement with that entity are up to date, so that the appropriate KRS application can be filed before 18 May 2027.

Shareholders should verify their identification details, information concerning joint ownership and encumbrances, and the registration status of their shares. For planned transactions, the required documents and arrangements for signing consents should be agreed with the entity maintaining the shareholder register well in advance, particularly where foreign entities are involved.

Contact

If you need assistance in assessing the impact of the amendment on your company, updating corporate documents or complying with registration obligations, please contact our team.