From 1 January 2020, every joint-stock company and limited joint-stock partnership will have to have its own website. This obligation was introduced pursuant to the Act of 30 August 2019 amending the Commercial Companies Code and certain other acts (Journal of Laws of 2019, item 1798).
According to the explanatory memorandum to the bill, the ongoing process of digitisation of joint-stock companies justifies the imposition of a requirement that every joint-stock company should have a website dedicated at least for communication with shareholders. At the same time, it follows from the justification of the bill that the maintenance of a website by all joint-stock companies (and not only public ones) will increase the effectiveness of the protection of minority shareholders’ rights, reduce the risk of information in such a way that in practice shareholders are not informed, which is particularly common in situations of conflicts in companies (involving shareholders and management boards), and will promote the stability and security of trading.
Provisions of the Commercial Companies Code specify the minimum scope of information that should be available on a website. Pursuant to Article 5§5 of the Companies Act, which will enter into force as of 1 January 2020, a joint-stock company and a limited joint-stock partnership should post on its website, in places set aside for communication with shareholders, announcements from the company required by law or their articles of association. Thus, a company should publish on its website, among other things, announcements on convening a general meeting. Importantly, the obligation to publish announcements on the company’s website does not exclude the obligation to publish such announcements in the Court and Commercial Gazette. Pursuant to Article 374 §1 of the Polish Companies Act, the website of a joint-stock company and of a limited joint-stock partnership should also contain information such as the company’s name, registered office and address, registration court, NIP number, share capital and paid-up capital.
The obligation resulting from the Commercial Companies Code has been correlated with the obligation to notify the company’s website address to the National Court Register. Pursuant to Article 47.1 of the Act of 20 August 1997 on the National Court Register (in the version in force from 1 January 2020), each joint-stock company and limited joint-stock partnership is required to notify the register of the website address and any changes to that address. Companies established after 1 January 2020 should pay particular attention to this obligation. Failure to provide a website address in the application for registration of a company in the Register of Entrepreneurs of the National Court Register is likely to result in the registration court issuing an order to return the application, which will entail extension of registration proceedings.
Public limited liability companies and limited joint-stock partnerships should therefore intensify efforts to establish their websites. The obligation to have a website should be assessed positively from the perspective of transparency and communication in relations between the company and its shareholders. However, the lack of deletion of the obligation to publish announcements for the company in Monitor Sądowy i Gospodarczy raises reservations. It seems that an Internet site is a better and at the same time sufficient place for a company to communicate with its shareholders. The obligation to publish announcements in Monitor Sądowy i Gospodarczy also generates additional costs for the company. Regardless of this, joint-stock companies and limited joint-stock partnerships should set aside additional funds for setting up and maintaining a website.