July 18, 2017 / Law /

On July 13, 2017, the Act of April 21, 2017, amending the Commercial Companies Code Act, the Code of Civil Procedure Code Act and the  National Court Register Act, will enter into force.

The primary change introduced by the Act is the resignation by the legislator from the possibility of setting up limited liability companies in the s-24 mode using the so-called “ordinary electronic signature”.

In the justification for the above draft act, the project originator indicated that although the introduction on January 1, 2012, of the possibility to establish a “z o.o.” (limited liability) company using a template made available in the IT system (S-24 mode) and using an ordinary electronic signature for the conclusion of an agreement and submitting an application for entry into the National Court Register has proved to be a success and has led to a stimulation of entrepreneurship and setting up businesses in this most popular organizational and legal form of commercial companies, and the scale of fraud was limited, nonetheless, the legislator decided to give priority to trade security and eliminate solutions that could lead to such abuses.

Due to the above, as of July 13, 2017, it will be possible to set up a limited liability company in the s-24 mode only using a qualified electronic signature (the equivalent of the current “secure electronic signature verified with a valid qualified certificate”) and a signature Confirmed with an ePUAP trusted profile.

Such a solution would be systematically consistent with the solutions already in force in relation to the establishment of a public limited company and a limited partnership in the S-24 system (cf. art. 231 § 2 of the Commercial Companies Code and art. 1061 § 2 of the Commercial Companies Code), as well with regard to the “z o.o.” (limited liability) company itself, in the case of changes in the agreement and other activities related to the company established in the S-24 mode (c.f. art. 2551 § 4 of the Commercial Companies Code in conjunction with art. 2401 § 2 of the Commercial Companies Code or Article 270 item 21 of the Commercial Companies Code).

The above changes should not in principle affect the popularity of the “z o.o.” (limited liability) company established in the S-24 mode, since currently, the availability of the qualified electronic signature is incomparably higher than at the time of introduction of the S-24 mode, and the cost of obtaining such a signature is small. The free signature confirmed by the ePUAP trusted profile is much more widely available. Thus the changes introduced by the legislator should be assessed positively.