Website obligation for all joint-stock companies and limited joint-stock partnerships
From 1st January 2020, all joint-stock companies and limited joint-stock partnerships which are in the business of trading now have a new, additional obligation to have their own websites.
The amendment to the Commercial Companies Code which was set in 30th August 2019 introduces a regulation concerning “joint-stock companies and limited joint-stock partnerships running their own websites as well as also publishing on said websites in the places designated for communication with their shareholders, all and any announcements which are required by law, or by their statutes.”
The announcements published on the website should include those listed in Article 206 § 1 of the Commercial Companies Code such as information about the company, the registered office and address of the company, the KRS number, the competent registry court, the NIP number, and the amount of the company’s share capital. Additionally, the company should publish information about any anticipated Annual General Meetings (AGM), drafts of resolutions, financial statements, and opinions of statutory auditors.
In the case of a failure to provide the relevant information concerning an AGM, any shareholder who is absent from this AGM will obtain the basis for filing a petition for the nullification or revocation of the adopted resolution.
Furthermore, for a lack of current information, or for providing spurious information, the registration court can punish the management board members authorised to represent the company with a fine of PLN 5,000.
The explanatory memorandum to the amendment indicates that this solution should improve the protection of minority shareholders’ rights and should limit the risk of a shareholder not being informed about issues that are important to them. Running such a website will not replace the requirement to publish announcements in the Court and Economic Monitor.
The website address should be reported to the National Court Register.