From January 1, 2021, shares of joint-stock companies and limited joint-stock partnerships shall be subject to mandatory dematerialisation. The obligation of dematerialisation applies also to subscription warrants, utility certificates, founder's certificates and other titles of participation in the income or division of the company's assets.

The new regulations are aimed at increasing the safety and efficiency of trading, simplifying it and preventing money laundering and tax avoidance.

So far, only shares admitted to public trading had a dematerialized form. From January 1, 2021, shares of non-public companies will also be dematerialized. The share documents will be replaced by an entry in the electronic shareholder register kept by the entity which, pursuant to the Act on trading in financial instruments, is authorized to keep securities accounts. Monetary liabilities of the company towards its shareholders from their rights from shares will be performed through the entity maintaining the register of shareholders, unless the articles of association provide otherwise.

The selection of the entity keeping the register of shareholders requires a resolution of the general meeting. When establishing a company, the choice is made by the founders. According to the transitional provisions, the agreement with the entity keeping the register of shareholders should be concluded before June 30, 2020.

The general meeting of the company may decide that the shares of a company which is not a public company will be subject to registration in the securities depository within the meaning of the Act on trading in financial instruments, and then the dematerialisation of shares, as well as the legal effects for the company and shareholder resulting from the dematerialisation, shall be governed by this act.

The register of shareholders is open to the company and each shareholder. Towards the company, only the person is considered to be a shareholder, who is entered in the register of shareholders, taking into account the Act on trading in financial instruments.

The transfer of shares requires the conclusion of an obligating agreement and entry in the register of shareholders (with the exceptions specified in the Act, e.g. in-kind contribution, merger of companies, inheritance). The person requesting the entry is obliged to submit documents justifying the entry; the basis for making the entry is also the shareholder’s declaration of the obligation to transfer the shares or encumbering the shares with limited property rights.

• Note:
• The company is required to summon the shareholders five times, in a manner appropriate for convening a general meeting of the company, to submit share documents in the company; the first summons are to be made by 30 June 2020, and the remaining summons cannot be made within a period longer than a month or less than two weeks apart.
• Failure to summon the shareholders or failure to conclude an agreement on keeping a register of shareholders or an agreement on registration of shares in a securities depository is punishable by a fine of up to PLN 20,000.
• Until January 1, 2021, the provisions on registered shares shall be applied accordingly to the exercise and transfer of rights to bearer shares whose documents have been submitted to the company.
• Effective January 1, 2021, the binding force of share documents issued by the company will expire. Until the end of 2025, the share document retains its evidential value only to the extent that the shareholder demonstrates to the company that he has the participation rights.