28.02.2023

Company theft

Company theft appears to be an abstract concept, as it might seem that a company cannot be stolen. However, company thefts often occur. It consists, among other things, in removing certain persons from the company’s bodies or from the list of shareholders. That is of course without their knowledge. This is most often done by misleading such persons or taking advantage of their ignorance.

Result of company theft

It is worth pointing out that an entry into the National Court Register [KRS] made at the request of a “thief” of a company, resulting in its theft, is of constitutive nature. In the case of forged signatures, e.g. under a specific resolution, the registration court will not examine their authenticity.  This means that until a final judgment is issued in which the court declares the resolution passed invalid, all persons should respect the entry.

How to prevent it?

The theft of the company should be counteracted as soon as possible. One way to do that is notifying the law enforcement authorities of the crime. However, the recovery of the company will depend on the speed of the authorities’ reaction. One way to counteract the theft of the company is through an action to declare the resolution invalid. It is possible under the provisions of the Commercial Companies Code. However, issuing a final judgment on this subject is often a lengthy process.

Therefore, in the case of company ‘theft’, it is better and easier to ‘prevent’ than to ‘cure’. So what should we do to prevent company ‘theft’?

Assistance to victims of company ‘theft’ is to be provided by the new provisions that came into force on 21 June 2022, under the Act amending the National Court Register Act. In connection with the above changes, proposed by the Ministry of Justice, a newsletter has been introduced. It is a service that automatically notifies about the registration of a case in the registration proceedings. It also notifies about the making of an entry in the KRS. This information is sent by email, to the address indicated by the subscriber. Thanks to the notifications received from the newsletter, we will be able to control any actions that result in a change of entries in the KRS. This, in turn, will make it possible for us to react fairly quickly to any attempts to ‘steal’ companies.

But will the newsletter fulfil its role? The effects of the tool designed to curb company theft will probably become apparent in the near future.

 

The full article is available in Polish here.

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