Certificate of registration and non-admission to the meeting of shareholders

Shareholders,

If you want to take part in the meeting of shareholders of a company that is not a public company, you should check whether you have been entered in the register of shareholders (hereinafter referred to as the “RoS”) at least one week before the meeting. This does not apply to a non-public company whose shares are registered in the deposit of securities (similarly to public companies), but this will be discussed another time.

If you have not checked that and filed share documents at the company you are a shareholder of by the end of February 2021 and you have received a confirmation of receipt, you can sleep soundly. Of course, you can still check whether you are in the list of persons authorised to attend the meeting of shareholders, which must be made available by the company at its registered office 3 business days before the date of the meeting. If you are not in the list, you can file a request for the list to be supplemented and adding your name before the meeting.

Do you have to have the certificate of registration to take part in the meeting of shareholders of a non-public company. NO.

In accordance with the Commercial Companies Code (hereinafter referred to as the “CC Code”), the certificate of registration may be issued by an entity keeping the Register of Shareholders, but it is not necessary to take part in the meeting of shareholders. No legal regulation provides for such an obligation. Of course, you may ask what the role of a certificate of registration is, but this role is not defined in the updated Commercial Companies Code. The certificate of registration may be necessary if you want, for example, to confirm your status of a shareholder to any entity or office or to confirm a ban on the disposal of shares (valid in shares trading).

What should you do if you are not admitted to take part in the meeting of shareholders because you do not have a certificate of registration? You must act with maximum carefulness and document the fact that you have wanted to take part and have been illegitimately prevented from taking part in the meeting of shareholders. This may be made, for example, in the form of a written statement of the board of directors confirming that you cannot be admitted to take part in the meeting or a film you shoot with your mobile showing explicitly that you cannot exercise, in the company’s opinion, your rights at the meeting of shareholders due to the lack of a certificate of registration.

In turn, if the company you are a shareholder of has conducted an obligatory dematerialisation of shares inadequately because, for example, it has not notified you on the company’s website of that dematerialisation and, as a result of that, you have not filed your documents with the company, then … unfortunately you lose your corporate and property rights as a shareholder. You will be able, however, to bring claims against the company to repair damages thereunder in accordance with general rules.

Such corporate disputes are prudentially expected when we observe the way of conduct of some companies in connection with the incorrect dematerialisation of shares.

In turn, there are already court proceedings pending in connection with the redemption of lost documents of shares if companies made (at their own initiative or at a request of shareholders) amendments in their statutes to enable the redemption (cancellation) of such a document and issue the document of share to the shareholder before 1 March 2021.

Leszek Paterek, attorney-at-law