Compulsory proceedings (“postępowanie przymuszające” in Polish) is initiated by the registry court ex officio to force the entity registered in the Polish National Court Register (“Krajowy Rejestr Sądowy” in Polish) to submit missing documents or applications for the entry in this register.
The compulsory proceeding may also be initiated when the legal person does not have a body authorized to represent or in the body of this body there are deficiencies preventing its operation.
Act on the National Court Register
Polish Act on the National Court Register provides (art. 24 item 1) that:
If it is determined that the application for entry into the Register or documents, the filing of which is mandatory, have not been submitted despite the expiration of the deadline, the registration court calls on the obliged to submit – appointing an additional 7-day deadline.
Moreover the above mentioned Act provides (art. 24 item 2) also that:
In justified cases, if it is determined that the legal person does not have a body authorized to represent or in the body of this body there are deficiencies preventing its operation, the registry court, appointing an appropriate date, may call upon the duty to appoint or select this body to demonstrate that the authority has been appointed or elected, or that deficiencies in its composition have been removed.
The calls in the compulsory proceedings are made by the court on pain of application of the fine provided for in the Code of Civil Procedure for the recovery of non-pecuniary benefits.
In the event of non-performance of obligations on time, the registration court imposes a fine on the obligated.
Dissolution of the commercial partnership
If, despite the application of the fine referred to above, a commercial partnership (“spółka osobowa” in Polish) entered into the Register does not perform the duties specified in art. 24 item 1 of the Act on the National Court Register , the registry court may, for important reasons, ex officio order dissolution of the company and set up a liquidator.
The dissolution of an entity entered in the National Court Register
In some cases the registry court is obligated to initiate ex officio the proceedings for the dissolution of an entity entered in the Registry without conducting liquidation proceedings.
This may happen e.g. when:
- the annual financial statement for the next two financial years have not been submitted despite the fact that the this entity has been summoned once by the registration court twice or
- other documents or application have not been submitted despite the fact that the this entity has been summoned twice by the registration court.
The registry court notifies the entity entered into the Register about the initiation of the liquidation proceedings, inviting him to prove that he actually conducts business and that he has assets, indicating its components, within 14 days from the delivery of the summons, with instructions on the consequences of the lack response to this court request.