The proposed amendment to the Commercial Companies Code, sometimes referred to as ‘dematerialisation 2.0’, addresses these challenges. The proposed changes are intended to complete the reform – to increase transparency by disclosing the entity maintaining the register of shareholders in the National Court Register, to abolish the anachronistic division of shares into registered and bearer shares, and to introduce solutions adapted to new technologies, such as distributed ledger technology (DLT).
The aim of this article is to discuss the key solutions envisaged in the draft bill, highlight their implications for public and private companies, and outline the practical consequences the reform will have for management boards and shareholders
Legislative framework – what is being proposed and why?
The amendment to the Commercial Companies Code concerning the register of shareholders was prepared by the Ministry of Justice in response to problems that emerged following the introduction of mandatory dematerialisation of shares in 2021. It was found that some companies had not entered into the required agreements with entities maintaining the registers, others had not updated their data, and doubts had arisen in trading practice regarding the transparency and effectiveness of the system. Furthermore, maintaining the traditional distinction between registered and bearer shares proved anachronistic, as all shares – regardless of their previous type – now function as electronic records enabling the identification of the owner.
The draft amendment was included in the government’s legislative agenda and underwent a public consultation phase, during which comments were submitted by, amongst others, representatives of the capital market, law firms and business organisations. The Council of Ministers adopted the draft in mid-2025, paving the way for it to be debated in the Sejm. The legislator’s aim is to complete the dematerialisation reform (‘dematerialisation 2.0’) and ensure full transparency in share trading in public and non-public companies.
The explanatory memorandum to the draft highlights three main reasons for the changes:
- Transparency and certainty of trading – by disclosing in the National Court Register (KRS) who maintains the register of shareholders and where requests for entries should be directed.
- Simplification of the legal system – by abolishing the dual system of registered and bearer shares and transferring all rights and restrictions to the level of the articles of association.
- Adapting the law to new technologies – taking into account the possibility of maintaining registers based on modern systems, including distributed ledgers (DLT).
The adopted draft provides for a relatively short vacatio legis (a few months) and specific transitional periods, e.g. for submitting agreements on register maintenance to the National Court Register (KRS) or adapting company articles of association to the new rules. The remainder of this article will discuss the detailed solutions and their practical significance.
Key changes – an overview
The forthcoming amendment to the Commercial Companies Code comprises a package of changes designed to complete the process of dematerialising shares and increase the transparency of trading. The key provisions are set out below.
- Disclosure of the register of shareholders to the National Court Register – the most significant change is the introduction of an obligation to report to the National Court Register information regarding the entity maintaining the register of shareholders or the registration of shares in a securities depository. The company’s management board will be required to report the conclusion of an agreement within a specified timeframe (for new agreements – within 7 days; for existing ones – within a few months of the Act coming into force). This will enable any interested party to ascertain where the register is actually maintained and whom to contact regarding matters relating to shares.
- Abolition of the distinction between registered and bearer shares – the draft provides for the abolition of the traditional classification of shares. All shares will be registered shares, assigned to specific persons in the register. Special rights (e.g. preferential rights or restrictions on transferability) are to be specified in the articles of association by designating the series and numbers of the shares, rather than by their type. This change simplifies the system and eliminates the fiction of the anonymity of bearer shares.
- Registers at KDPW and DLT – the amendment confirms the possibility of the National Depository for Securities (KDPW) maintaining registers and permits the use of distributed ledger technology (DLT). This represents an openness to modern solutions and greater flexibility for companies, particularly private ones.
- Expanded scope of data and forms of verification – shareholder registers are to contain a broader range of data identifying the shareholder – including, amongst others, the PESEL number or date of birth, KRS number or NIP. Furthermore, the rules for giving consent to an entry or its amendment will be clarified: consent may be given electronically with a qualified signature, a trusted signature or a personal signature, as well as in writing with a notarial certification.
- Duties of the management board and sanctions – company management boards will be required to report any changes concerning the company and its shares to the register in a timely manner. Failure to fulfil these obligations may result in enforcement proceedings before the registry court and the imposition of fines on members of the management board. A similar obligation will apply to entities maintaining the register in the event of the expiry of the contract.
Implications for non-public companies
The planned amendment to the Commercial Companies Code will affect private companies – joint-stock companies, limited joint-stock partnerships and simple joint-stock companies – the most. It is these companies that have been required to dematerialise their shares since 2021, but practice has shown that for many entities – particularly smaller ones, family-owned firms or those with a small shareholder base – the existing solutions have proved costly and organisationally cumbersome.
Company management boards will be required to disclose to the National Court Register (KRS) information on who maintains the register of shareholders or whether the shares are held in a securities depository. This obligation will apply to both new agreements and those already concluded, meaning that registry entries will need to be updated shortly after the Act comes into force. Failure to comply with this requirement may result in the registry court initiating enforcement proceedings and imposing fines on members of the management board.
The abolition of the distinction between registered and bearer shares will necessitate amendments to the articles of association. Companies will have to specify precisely which series of shares are granted special rights (e.g. preferential voting or dividend rights) or are subject to restrictions on transferability. This means that resolutions of the general meeting will need to be adopted, often in the presence of a notary, and the changes reported to the National Court Register (KRS).
The amendment may reduce the costs of maintaining the register by expanding the list of entities authorised to maintain it and offering the option to choose between the National Depository for Securities (KDPW) or registers based on DLT technology. For smaller companies, this presents an opportunity to adapt the model to their needs and budget.
Private companies will face the need to audit their registration system, enter into or amend agreements with the entity maintaining the register, and prepare resolutions amending the articles of association. Short transition periods may require intensive work by management boards and legal teams, and failure to comply with obligations may result in financial penalties.
Implications for public companies
Although the reform is primarily aimed at non-public companies, the changes will also be significant for public companies whose shares are registered with the National Depository for Securities (KDPW).
The obligation to disclose information in the National Court Register regarding the method of maintaining the register of shareholders will also apply to public companies. In their case, the entry will concern the registration of shares with the KDPW. This will provide investors, creditors and supervisory authorities with an additional, public point of reference confirming that trading in shares takes place within the depository system.
In listed companies, the majority of shares have hitherto functioned as bearer shares. Once the amendment comes into force, all securities will be formally treated as registered shares. It will be necessary to adapt articles of association to the new rules – for example, by assigning specific rights (preference shares, shares with restricted transferability) to specific series and numbers, rather than to the class of shares.
The new obligations will require public companies to adapt their corporate documentation and current reports to the disclosure requirements of the National Court Register (KRS). It may be necessary to prepare additional announcements for shareholders and investors to clearly explain the nature of the changes and their consequences.
The amendment reaffirms the importance of KDPW as the central securities depository, but at the same time opens the door to the use of new technologies, including DLT registers. For public companies, this means they must monitor whether alternative forms of registers will in practice be accepted by capital market regulators and what security procedures will be adopted.
Amendment to the Commercial Companies Code – Summary
The amendment to the Commercial Companies Code regarding the register of shareholders serves to clarify matters in relation to the 2021 share dematerialisation reform. The analysed solutions focus on several key areas: increasing transparency by disclosing the entity maintaining the register in the National Court Register (KRS), abolishing the distinction between registered and bearer shares, and adapting the regulations to the realities of digitalisation and modern technologies (KDPW, DLT registers).
For private companies, the reform means the need to undertake a series of organisational measures – from registering the register with the National Court Register (KRS), through amendments to the articles of association, to selecting the most appropriate model for maintaining the register. Public companies, although they already make greater use of the KDPW system, will also have to make formal adjustments, including in relation to their articles of association and reporting to investors.
For both categories of companies, the reform will result in greater transparency and certainty in trading, but also increased responsibility on the part of management boards for the timely and correct fulfilment of new obligations. Short transition periods and the need to coordinate amendments to the articles of association present a real challenge, requiring preparation even before the Act comes into force.
The reform, referred to as “dematerialisation 2.0”, is a step towards the full digitisation of share trading and the removal of redundant legal structures that have lost their practical significance. Its success will depend not only on the quality of the legislation, but also on the efficiency of companies and their ability to adapt within a relatively short timeframe.
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She specializes in commercial and civil law. She has gained experience in Warsaw law firms providing comprehensive services to companies and a law firm specializing in labor law. She has extensive experience in corporate consulting. She has participated in mergers and acquisitions at every stage of the process, from pre-transaction legal examination to fulfillment of regulatory requirements related to the transformation process. She prepares and reviews contracts entered into by clients and advises in cases of…
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