• POL GVT published a Draft act amending the Commercial Companies Code and certain other acts, coordinated by the Minister of Justice, on changes to shareholding rules.
• Follows POL GVT September 2019 amended the code on shareholder registers.

Draft Overview

• The Act of August 2019 amending the Act - Commercial Companies Code and certain other acts (1798/2019) introduced mandatory removal of certificates for all company shares, non-public shares, and obligation to register shares in securities depository.
• Reform allowed for creation of a uniform legal framework for autonomous the regime for trading in shares of companies outside organized market, and also limited scope of risks related to disposal of securities for the trading in shares of non-public companies.
• The main objective of the bill is to increase security of legal transactions in economic situation, as well as further adaptation of the existing regulations to the changes that are taking place result of a general de-materialization of shares away from certificates.
• Solutions include increasing information obligations, to increase the level of protection of shareholders and other participants, and streamline shareholder register procedure.
• Adopted solution enables not only expansion of the sources of necessary information for shareholders of companies, but also for entities interested in entering the register.
• The proposed solution also increases security of legal transactions, as by linking the obligation to register shares with the obligation to enter the National Court Register, it will be possible for the registry court to undertake supervisory activities on registers.
• Given entries in shareholder register constitute evidence of entitlement, it is necessary to also give access to this information after any deletion from National Court Register.
• This is in accordance with requirement of GDPR regulation, on processing and privacy.

Effectiveness

• Comments and submissions related to draft can be made for 30 days, 27 March 2025.