THE GUIDE TO SHARE DEMATERIALISATION

If you are an entrepreneur or a president and you run a business or manage: 

• public limited company (S.A.)
• partnership limited by shares (S.K.A.)

or you plan to establish a simple public limited company (P.S.A.), remember about the mandatory dematerialisation of shares.

DEMATERIALISATION OF SHARES means depriving shares of the form of a paper document.

The new and existing shares shall be exclusively in electronic form as of 1 January 2021.

Here are the necessary steps to be taken in 2020 to dematerialise the shares:

1) RIGHT NOW: Set up a website with a section for shareholders, where you will have to place the announcements required by law;

2) Before 30 June 2020:

• The General Meeting must adopt a resolution to select an entity authorised to maintain securities accounts (e.g. a brokerage house) in order to keep the REGISTER OF SHAREHOLDERS;
• You have to enter into a contract with an entity authorised to keep a REGISTER OF SHAREHOLDERS, e.g. a brokerage house;
• You must call the shareholders to submit share documents in the company (this must be repeated five times, at maximum monthly intervals!).

3) Before 30 October 2020 – you have to call the shareholders for a fifth time to submit share documents in the company;

4) Check your company’s ARTICLES OF ASSOCIATION and change it to match the amended regulations;

5) You must issue a receipt to the shareholders for the shares they deposited.

After 1 January 2021:

• The shares will be recorded only in the REGISTER OF SHAREHOLDERS or in the securities depository;
• The paper share documents will become invalid.

After 1 January 2026:

The shareholders will not be able to demonstrate their rights to the company by presenting paper documents confirming their status of a shareholder.

The provisions on share dematerialisation also apply to certain securities, such as subscription warrants, utility certificates, certificates of incorporation and other titles of participation in the company’s income or assets.

If you are an entrepreneur or a president and do not perform any of the above obligations, you may pay FINE (up to PLN 20,000.00), which will be imposed on the members of the company’s management board, for each infringement.

Leszek Paterek