Stock dematerialisation guide – update

Attention, entrepreneurs! The law amending certain laws in scope of shielding activity associated with the spreading of the SARS-CoV-2 virus has changed the deadlines for dematerialisation of stock and other securities.

Here is the current 2020 stock dematerialisation calendar:

The company must have a website with a tab for stockholders (the website data should be reported to the National Court Register) used to post the legally required announcements, including calls for stockholders to file the company stock certificates.

By 30 September 2020:

1. the General Meeting of a non-public company must adopt a resolution on appointing an entity authorised to keep security accounts (for e.g. brokerage houses) for purposes of the Stockholder Register (public companies register their previously non-dematerialised stock in the Central Securities Depository of Poland),
2. non-public companies must sign an agreement with an entity authorised to keep the Stockholder Register,
3. all companies must call their stockholders to file the company stock certificates on the website and in a way compliant with convening general meetings (this action must be repeated five times at intervals of between two weeks and one month).

After 1 March 2021:

• the stock of non-public companies will be registered only in the Stockholder Register and the stock of public companies will be registered only in the Central Securities Depository of Poland,
• stock ledgers will be replaced with the Stockholder Register and the Central Securities Depository of Poland register,
• paper stock certificates will expire,

After 1 January 2026, stockholders will no longer be able to demonstrate the rights resulting from paper stock and request entry into the Stockholder Register.

The stock dematerialisation regulations are also applicable to other securities, including subscription warrants, utility certificates, founding certificates, and other titles of rights to revenues or distribution of the company’s assets.

Attention, entrepreneurs! If you should fail to fulfil the aforementioned responsibilities, you are risking a FINE (of up to PLN 20 000.00), which will be imposed upon members of the company’s management board.

Leszek Paterek, attorney-at-law

Revised: 22.06.2020