WKB Legal Alert | Changes to compulsion proceedings before registry courts
The draft Act amending the Act on the National Court Register (“KRS”) and certain other acts provides for a number of significant changes and new solutions including, among others, in relation to proceedings to compel the filing of financial documents. It is worth learning about these amendments in order to appropriately prepare for the forthcoming regulatory changes. The proposed solutions are especially important for the shareholders (or partners) and corporate bodies of companies, since they may influence how they are managed, including due to their being linked to a risk of the entity’s deletion from the KRS as well as the imposition of fines and other sanctions.
Current law
If an entity entered into the KRS, being subject to the duty to file financial documents to its registry documents, fails to perform this obligation in a timely manner, the registry court shall, in principle, take actions aimed at compelling this entity to do so.
This duty applies to the following financial documents (an overview of this duty can be found in our previous Legal Alert):
- Annual financial statements,
- Report on activities (now including an ESG report for some entities) – if required by the appropriate regulations,
- Resolutions concerning the approval of the annual financial statements and distribution of profits/coverage of losses,
- Statutory auditor’s examination report – if the financial statements are subject to mandatory audit,
- Declarations made by members of the body who did not sign the financial statements/report on activities stating that these reports comply with statutory requirements (or, alternatively, refusing to sign or make such a declaration).
Under current law, the competent registry court opens compulsion proceedings by issuing a decision in which it calls upon the entity to perform a specified obligation, i.e., to file the required financial documents. Failure to perform this obligation within 7 days will result in the imposition of a fine on the obliged subject – the manager of the unit identified in the decision (e.g., the member(s) of the management board of a company) – in an amount not exceeding PLN 15,000 on each obliged subject.
The registry court may impose the fine multiple times in the case of an ongoing failure to perform the obligation. The third and each subsequent fine may be in an amount exceeding PLN 15,000. However, the sum of all fines in a given compulsion proceeding may not exceed a total of PLN 1,000,000. Note that, in practice, registry courts often impose a fine of PLN 5,000 for a failure to comply with the first demand as a preventative, disciplinary measure. It should also be noted that, if the entity in question satisfies its filing obligations, even after the specified deadline passes, these fines will be dismissed, to the extent that they have not been subject to enforcement.
Where necessary, the registry court should initiate new compulsion proceedings annually in respect of subsequent reporting periods. Moreover, where a given entity’s financial reports are not filed for two consecutive financial years despite being called upon to do so, the registry court shall initiate proceedings to dissolve an entity entered in the KRS without conducting liquidation proceedings.
Additionally, if compulsion proceedings concerning a partnership (i.e., a registered partnership (spółka jawna), professional partnership (spółka partnerska), limited partnership (spółka komandytowa), or limited joint-stock partnership (spółka komandytowo-akcyjna)) are ineffective, the registry court may, for significant reasons, rule that the partnership be dissolved and appoint a liquidator. This is the most far-reaching disciplinary measure, applied only in exceptional circumstances where all previous actions aimed at spurring the company to perform its obligations have failed.
The registry court may discontinue compulsion proceedings if it determines that further attempts at compelling compliance will be fruitless, for example if fines become ineffective. The court’s discontinuation of these proceedings is grounds for the initiation of proceedings to dissolve an entity entered in the KRS without conducting liquidation proceedings.
Furthermore, the unit manager may face criminal liability for failure to file financial documents with the competent registry court.
Planned amendments
On account of the low effectiveness of the current regulations, the draft amending Act provides that, in proceedings compelling the filing of financial documents, rather than a fine, the court will instead enter a note in the KRS on the entity’s failure to perform the duty to file financial documents despite being called upon by the court to do so. The entry of such a note will be deemed to constitute an order to the obliged entity to file all overdue financial documents, including those that the registry court has not expressly demanded to be filed.
After the entry of such a note, the registry court shall promptly notify the head of the competent tax office of the suspected commission of the criminal offence referred to in Article 79 item 4 of the Act on Accounting – i.e., failure to file financial documents with the competent registry court. Until the deletion of such a note from the KRS (which occurs ex officio after all overdue documents are filed), the registry court shall not be authorised to open further compulsion proceedings. The possibility of opening criminal proceedings brought on the basis of the registry court’s notice of the suspected commission of a criminal offence remains unchanged.
Moreover, if all overdue financial documents are not filed within a year from the date on which the notice was entered into the KRS, the registry court shall initiate proceedings to delete the entity from the KRS without conducting liquidation proceedings and enter a note concerning such proceedings into the KRS as well as publish the appropriate notice in the Court and Commercial Gazette.
The burden of proving circumstances speaking against the entity’s deletion from the KRS (in particular, that the entity owns disposable assets and is actually engaged in business activities) shifts to the entity in respect of which a note was made on the initiation of proceedings to delete the entity from the KRS without conducting liquidation proceedings. Where such circumstances are not proven, the court shall order the entity’s deletion from the register.
If the entity in question proves that it owns disposable assets, but continues to not perform its obligation to file the required documents, the registry court will not be able to either delete it from the KRS or discontinue the proceedings to delete the entity from the KRS. In such circumstances, the court should call upon the entity to perform this obligation within 7 days under penalty of a fine (the draft does not specify a value). Such a fine may be imposed multiple times.
Below, we present a comparison of the possible consequences of the failure to perform the obligation to file financial documents with the KRS:
| Current law | Proposed law |
| 1. Call to file financial documents | 1. Call to file financial documents |
| 2. Imposition of a fine (potentially multiple times) | 2. Entry of a note in the KRS on the failure to perform the duty to file financial documents |
| (Possiblity of initiating further compulsory proceedings)
3. After the deadline for the filing of financial statements for two consecutive financial years – proceedings to dissolve an entity entered in the KRS without conducting liquidation proceedings (deletion from the KRS). |
3. Notice to the head of the tax office |
| 4. If compulsory proceedings are discontinued – proceedings to dissolve an entity entered in the KRS without conducting liquidation proceedings (deletion from the KRS). | 4. After one year – proceedings to delete the entity from the KRS without conducting liquidation proceedings (as well as, entry of a note in the KRS on the commencement of such proceedings + publication of notice in the Court and Commercial Gazette), resulting in the possibility of:
|
| 5. In the case of partnership and for significant reasons – potential dissolution of the company and appointment of a liquidator. | 5. If compulsory proceedings are discontinued – proceedings to delete the entity from the KRS without conducting liquidation proceedings (deletion from the KRS). |
| 6. In the case of partnership and for significant reasons – potential dissolution of the company and appointment of a liquidator. | |
| + Potential criminal liability | + Potential criminal liability |
The draft act is still expected to be adopted by the Council of Ministers in 2025, and the proposed solutions may be considered high priority if included in the Government’s deregulation agenda.
The obligation to disclose all of the notices referred to above in the KRS is expected to strengthen the National Court Register’s warning and protective functions. Business entities will be able to learn of those circumstances being the subject of the relevant notes without needing to review the registry files solely from the online KRS search tool. However, the proposed amendments could lead to many entrepreneurs that do not perform their filing obligations in a timely manner facing more severe sanctions.
Update as of October 2, 2025
The draft act amending the Act on the National Court Register and certain other acts has already been published by the Government Legislation Centre. It introduces several changes:
- The term currently used in the law — “proceedings for the dissolution of an entity entered in the Register without conducting liquidation proceedings” — will remain unchanged. However, registration courts will be required to rule on the removal of the entity from the National Court Register (KRS) in order to eliminate inconsistencies in judicial practice in this area.
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The deadline for demonstrating that the entity is conducting business activity and possesses assets, once such proceedings have been initiated, will be three months from the date of the public announcement of the initiation of the proceedings.
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The amount of the fine, unlike the conditions for its imposition, will not change — the first two fines may not exceed PLN 15,000 per obligated person, and in subsequent decisions, the court will no longer be bound by this limit, provided that the total amount of all fines does not exceed PLN 1 million.
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We will continue to inform you of further developments in the work on this draft.
If you have any questions, we invite you to contact the lawyers of our company law and corporate governance team: Anna Wojciechowska, Aleksandra Zbrzeźna, Ada Adamska.