Register of shareholders. What is it and who maintains it?

The register of shareholders is an electronic list of shareholders of a given company. Its functioning is regulated by the provisions of the Commercial Companies Code. It was introduced into the legal system on the basis of the Act of the 30th of August 2019 amending the CCC and certain other acts. Who maintains the shareholders’ register and on what basis? What information does such a register contain? We present answers to these questions in the article below.

Table of Contents

• The register of shareholders – what is it and what form does it have?
• Who maintains the register of shareholders?
• Agreement on maintaining the register
• Entry in the register of shareholders
• What information does the register of shareholders contain?
• The register of shareholders – is it public?
• Summary

The register of shareholders – what is it and what form does it have?

Shares of a non-public company must be registered in the register of shareholders. It is an electronic list of a company’s shareholders. The records in the shareholders’ register constitute evidence of the ownership of shares.

Who maintains the register of shareholders?

Only entities that have the authorization to maintain securities accounts under the Act on Trading in Financial Instruments may keep the register.

These include, among others:

• brokerage houses,
• banks conducting brokerage activities
• trust banks
• foreign investment companies and foreign legal entities conducting brokerage activities in Poland in the form of a branch
• the National Depository
• the National Bank of Poland.

The choice of the entity responsible for maintaining the register requires a resolution of the general meeting. At the incorporation of the company, the founders make the choice.

The entity responsible for the register must keep it in a way that ensures the safety and integrity of the data.

Agreement on maintaining the register

Immediately after selecting the entity responsible for maintaining the register, the parties must sign an agreement.

Termination of the registry agreement by the company is allowed only on condition that a new registry agreement is signed.

Termination by the entity maintaining the register is permitted only for valid reasons. The notice period cannot be shorter than three months.

Entry in the register of shareholders

The entity responsible for keeping the register of shareholders makes an entry upon the request of the company or a person with a legal interest in making an entry. Alternatively, it may also be done ex officio.

Before entering the register of shareholders, the entity responsible for keeping it notifies the involved person. Namely, the one whose rights are to be deleted, changed, or encumbered by the record, unless they have given their consent to the entry.

The entry itself is made as soon as it is possible. But, no later than within one week from the date of receiving the request. If making the entry requires removal of an obstacle, it should be made within one week of its removal.

The person requesting the entry must submit documents justifying the entry to the entity responsible for the register. A shareholder’s statement on the obligation to transfer or burden the share with a limited property right may also be the basis for entry.

The entity that keeps the register of shareholders verifies documents justifying the entry. Yet, it is not obliged to check their legality and authenticity, unless there are reasonable doubts.

The entity that keeps the register must immediately notify about the registration the person and the company requesting entry. If the entry is not made, the entity responsible for the register of shareholders must also immediately notify them about it. At the same time, it must state the reasons for the failure to make the entry.

What information does the register of shareholders contain?

Legal regulations state a specific list of data that the company must disclose in the register of shareholders. These are:

1. the business name, registered office and address of the company;
2. specification of the registry court and number under which the company is entered in the register;
3. the date of the company’s registration and issuing  of shares;
4. the value, series, number, and class of each share and any special rights attached thereto;
5. the full name or business name of the shareholder and their address of residence or registered office. Alternatively, another address for correspondence or address for electronic deliveries, and the e-mail address, if the shareholder has given consent to communication via e-mail in relation to the company and the entity keeping the shareholders’ register.
6. at the request of the person having a legal interest – an entry on the transfer of shares or pledge rights to another person or on the establishment of a limited property right on a share along with the date of entry and an indication of the acquirer or pledgee or usufructuary, the address of their place of residence or registered office or other addresses for correspondence or addresses for electronic deliveries, and the e-mail address, if the said persons have given consent to communication via e-mail in relations with the company and the entity keeping the shareholders’ register. Additionally, the quantity, type, series and numbers of acquired or encumbered shares;
7. on the request of the pledgee or usufructuary – an entry that it has the right to vote the encumbered share;
8. on a shareholder’s request – an entry on the deletion of the limited property right encumbering his share;
9. information on whether the shares were paid up in full;
10. any restriction on share transferability;
11. the provisions of the articles of association on the obligations towards the company resulting from a share.

The company’s statute may include additional provisions on information disclosed in the register of shareholders. Extending the list of data in the register must be included in the agreement on keeping the register.

The register of shareholders – is it public?

As the regulations state, the register is public both for the company and for shareholder. This means that each of the mentioned entities:

• has the right to access the data provided in the register of shareholders through the entity that keeps it,
• has the right to demand the information from the register in paper or electronic form.

Summary

As of the 1st of March 2021, company shares are no longer in the form of documents. From that day on, they are subject to registration in an electronic register of shareholders. It is kept by an entity authorized to maintain securities accounts under separate regulations. Information about the register is available in the Commercial Companies Code.

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