Obligation to correctly identify companies in letters and commercial orders

It is not unknown for entities entered in the National Court Register (KRS) to incorrectly provide their registration details. Sometimes they do not even include such details at all, despite the obligation set out in the Commercial Companies Code and the Act on the National Court Register that letters and commercial orders submitted by a company in paper and electronic form, as well as information on websites, must contain:

1. the company’s business name, registered office and address;
2. the designation of the registration court where the company’s records are kept and the number under which the company is entered in the register;
3. the company’s tax identification number (NIP);
4. the amount of the share capital, and for companies that used a template articles of association, information that contributions to the share capital have not been made – until the share capital has been paid in full.

In addition, from 13 October 2022, limited joint-stock partnerships, limited liability companies and joint-stock companies are also required to include information on their group of companies, if applicable. A group of companies is understood to be a parent company and one or more subsidiaries – companies with common share capital and guided by a common strategy to pursue a common interest, further to a resolution on participation in a group of companies, where he parent company exercises unified management over the subsidiaries. It is therefore worth analysing whether a company belongs to a group of companies.

“Letters and commercial orders” should be understood very broadly. It covers any offers, communications or even outgoing correspondence from the company. For example, any employee sending external email correspondence should include the above information in the footer. In addition websites, price lists, receipts, calls for payment and company orders should all contain such basic details. Electronic documents may simply include a link to the company’s website, where the necessary information is provided.

This obligation is intended to help third parties identify and subsequent verify the company. With this data, counterparties can easily find the company information they are interested in in the KRS or in the RDF repository.

Sanctions for improper identification – in relation to limited liability companies and partnerships

A breach of the above identification obligations may lead to a fine of up to PLN 5,000 by the registration court. Note that the fine is not on the company itself, but on the individuals responsible for the failure to perform the obligation – i.e. typically the members of the management board, but under the Act on the National Court Register, a fine may also be imposed on anyone who is responsible for not performing this obligation, for example, an employee in charge of sending out offers on a regular basis.