We urge to check if all registry duties are and were fulfilled, especially in so called shell project companies – comments Sławomir Lisiecki, legal adviser and partner in Galt legal office. – In order to avoid being deleted, it is necessary to perform outstanding registry duties till 1th July 2015.
In case of not submitting required documents (for instance, a financial statement), a registry court may institute ex officio a procedure of terminating and deleting an entity entered in the National Court Register without conducting a liquidation proceeding.
According to foregoing regulations, a court could impose a penalty in case of the lack of reports – reminds Sławomir Lisiecki. – However, it turned out that it was not an effective solution. After some changes, except for a fine which did not come over, it will be possible to institute a proceeding aiming at liquidation of a partnership ex officio. It refers to partnerships and even broader – to all entities. The number of limited liability companies is the greatest. Therefore, they will be the most afflicted by new regulations.
The initiation of a procedure is possible when an entity has been not submitting reports for two years. The court, however, has a right to notify if a proceeding has just started and prove that a partnership runs an activity and owns a property.
There is a time then to prove that an entity should not be deleted from the register because it still conducts its activity – advises a lawyer. – It is possible to avoid being deleted in result of this procedure by fulfilling informative duties.
The court may turn to other organs and institutions in the course of action, including tax ones about getting some information in order to verify if an entity owns transferable possessions and if it really runs an activity. If a register court determines that an entity not fulfilling register duties does not conduct an activity and has no transferable possessions, it will pronounce its termination and deletion from the National Court Register. In such situation, the assets of the partnership are taken over by the Public Treasury.
It has an influence on creditors of a given partnership. If our business partner is deleted from the National Court Register, we may claim some debts from the Public Treasury but there is only one year for it – says Sławomir Lisiecki.
Another change concerns deleting entities who filed for a bankruptcy but it was not announced due to the lack of means for coverage of proceeding costs.
It has not been known so far what was happening with such partnerships: they were not deleted, they did not go bankruptcy, formally they were functioning but at the same time it was obvious that they should disappear because they did not have any assets – points out Lisiecki. – At present, such entities will be also included in the proceeding for a termination.
The changes, which will be in force from the beginning of a month, are supposed to improve the efficiency of register courts, decrease costs of conducted proceedings and increase safety of economic relations by updating some data in the National Court Register, that is deleting „dead” entities from the register.