Dematerialization 2.0 – amendment to the Commercial Companies Code
On November 28, 2025, the Council of Ministers submitted to the Sejm a draft amendment to the Commercial Companies Code, aimed at completing the reform of share dematerialization and strengthening registration supervision mechanisms.
The draft is being processed under an accelerated procedure due to the planned date of entry into force of the act before March 1, 2026. It is currently at the Sejm stage and is awaiting a second reading and vote.
The draft amendment provides for changes to the provisions of the Commercial Companies Code governing the register of shareholders, including the introduction of an obligation to disclose information about the entity maintaining the register in the National Court Register and the abolition of the division of shares into registered and bearer shares with regard to registered shares.
One of the key changes provided for in the draft is the extension of the evidential value of paper share documents until February 29, 2028, which is intended to ensure the stability of legal transactions during the completion of the dematerialization process.
New information obligations will be imposed on company management boards, including, in particular, the notification to the registry court of the conclusion of an agreement to maintain a register of shareholders, together with the submission of a statement on its conclusion, signed by the company’s management board. In addition, management boards will be required to provide current data to the entity maintaining the register of shareholders within 7 days of the event justifying the entry.
The draft also provides for the disclosure in the National Court Register of information about the entity maintaining the register of shareholders or about the registration of shares in a securities depository, which is to enable the registry court to take supervisory measures in the event of failure to perform obligations by the persons concerned.
New obligations have also been imposed on entities maintaining shareholder registers. In the event of expiry or termination of a contract with a company, the entity maintaining the register will be required to notify the registry court within 7 days of the date of the event.
In addition, in the event of the dissolution of a company without liquidation proceedings, the entity maintaining the register will be required to provide the court with a list of shareholders within 14 days of receiving the request.
The amendment introduces significant reporting and registration obligations for company management boards and entities maintaining shareholder registers, which increases reporting requirements and may require companies to update their internal procedures. By disclosing information about entities maintaining registers in the National Court Register and extending the evidential value of paper documents, the proposed changes may contribute to increasing legal certainty in relations with shareholders and contractors and to streamlining the process of dematerialization of shares.
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