Polskie prawo spółek

Nowe narzędzie w rękach KRS pozwoli karać także wspólników

Rewolucja w rejestracji spółek w KRS dzieje się na naszych oczach. Przegapiona często nawet przez prawników ustawa z dnia 26 stycznia 2018 r. o zmianie ustawy o Krajowym Rejestrze Sądowym oraz niektórych innych ustaw. opublikowana  raptem kilka dni temu w Dzienniku Ustaw, wprowadza w krótkim czasie bardzo dużo istotnych zmian dot. postępowania rejestrowego. Większość uwagi skupia na sobie wprowadzenie po raz pierwszy obowiązku składania sprawozdania finansowego do KRS przez internet. W mojej ocenie nie jest to jednak najistotniejsza zmiana.
Mianowicie zgodnie ze zmienionym art.24 w uzasadnionych przypadkach, w razie stwierdzenia, że osoba prawna nie posiada organu uprawnionego do reprezentowania lub w składzie tego organu zachodzą braki uniemożliwiające jej działanie, sąd rejestrowy, wyznaczając odpowiedni termin, może wezwać obowiązanych do powołania lub wyboru tego organu do wykazania, że organ został powołany lub wybrany albo że braki w jego składzie zostały usunięte – pod rygorem grzywny.  
Oznacza to w konsekwencji, że walcząc ze zjawiskiem spółek „dryfujących” bez zarządu, gdzie brakuje organu na który Sąd może nałożyć grzywnę przymuszającą, ustawodawca wprowadził możliwość karania za „niepowołanie” zarządu osoby obowiązane do jego powołania – de facto uznawanych dotychczas za chronionych od sankcji wspólników spółki z o.o. lub członków rady nadzorczej. Co więcej, aby umożliwić egzekwowanie tego przymusu nałożono na spółkę obowiązek składania do KRS informacji o adresach osób uprawnionych do powoływania zarządu. Będzie to zatem kolejny dokument do długiej już listy załączników wniosku o rejestrację spółki w rejestrze.
Zmiana wchodzi w życie zasadniczo już w marcu.
autor: Maciej Oniszczuk maciej (at) oniszczuk.com

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