End of Registered and Bearer Shares. KSH Amendment 2026 Changes for Companies and Shareholders.

The 2026 KSH amendment abolishes the distinction between registered and bearer shares. Find out what changes for boards, shareholders and what deadlines apply.

The Act of 23 January 2026 amending the Commercial Companies Code and certain other statutes (Journal of Laws 2026, item 176) introduces changes to a number of provisions governing joint-stock companies. The majority of the provisions will not enter into force until 18 February 2027, but one provision took effect almost immediately after publication - on 28 February 2026 - and preserved the evidentiary value of physical share certificates at the last moment. The amendment applies directly to joint-stock companies, simple joint-stock companies and limited joint-stock partnerships.

Purpose of the Amendment

This is the closing chapter of the reform of 1 March 2021, when shares ceased to exist as physical documents and became entries in the share register or in the securities depository. Five years of practice exposed the gaps in those changes: the National Court Register contains no information about who maintains a given company's share register, data in registers is often out of date, and some companies have still not concluded the required register maintenance agreement. The legislature responds in three moves: increasing transparency, imposing specific obligations on management boards with accompanying sanctions, and giving the registration court tools for genuine oversight.

Physical Share Certificates Valid Only Until 1 March 2028

Since 1 March 2021, corporate rights attached to shares may be exercised only by a person recorded in the share register or in the depository. A paper share certificate retained only evidentiary value in the relationship between the shareholder and the company: it makes it possible to demonstrate that shareholding rights exist at all. Originally, that evidentiary value was set to expire after five years - on 1 March 2026. The amendment extended that period by a further two years, to a total of seven, i.e. until 1 March 2028. The provision entered into force on 28 February 2026, two days before the original deadline expired.

The reason for this extension is straightforward: the scale of failures to fulfil the dematerialisation obligation proved so significant that the absence of an extension could have posed a genuine threat to the security of transactions. Had that occurred, shareholders of companies that had not met their registration obligations would have been left with documents stripped of any evidentiary value. If you still hold paper share certificates issued by a company that never entered you in the relevant register, you have until 1 March 2028 to put your ownership position in order. After that date, establishing shareholder status will become a real evidentiary problem, solvable only through court proceedings on the basis of evidence other than the certificate itself.

All Shares Subject to Registration

The most symbolic change is the complete abolition of the distinction between registered shares and bearer shares. The provision repealing Article 334 of the Commercial Companies Code will enter into force on 18 February 2027. Following dematerialisation, this distinction lost its rationale, since every share is today an identifiable entry assigned to a specific person - yet the law still required the type of share to be specified in the articles of association and maintained a conversion procedure. The amendment repeals these rules (including Article 334 of the CCC) in special statutes as well. The consequence is an obligation to update articles of association and company agreements, including specifying the number and designations of preference shares and shares subject to transfer restrictions. Companies have two years from the act's entry into force to do so, i.e. until 18 February 2029.

New Management Board Obligations and Sanctions

For management board members, the two most important new, specific obligations are as follows. First: a company will be required to disclose in the National Court Register who maintains its share register (or registers shares in the securities depository), both when the agreement is concluded and when it is amended or terminates. The disclosure is made by the management board, and failure to act opens the registration court's path to enforcement proceedings. The register-keeping entity bears a mirror obligation - it must notify the court of the termination of the agreement within 7 days.

The second obligation carries a criminal sanction. The management board will be required to notify the register-keeping entity of changes to data recorded in the register, including the nominal value, series and numbers of shares, their type and transfer restrictions (Article 328³ § 4 and Article 300³³ § 3 of the CCC), within 7 days of the event giving rise to the entry. Anyone who allows such notification to be omitted faces a fine of up to PLN 20,000 (Article 594 § 1 of the CCC). The obligation does not cover changes to the personal and address data of shareholders or entries made at the request of authorised persons. Seven days is a very short time in corporate practice, and without an internal information-flow procedure it is easy to miss the deadline and face personal liability.

The Register Will Reveal More About Shareholders

From 2027, the share register will contain a broader range of data: the PESEL number or date of birth of shareholders who are natural persons, the relevant registration number for legal entities, residential or registered address, and electronic delivery address, and in the case of co-ownership of shares, the data of all co-owners together with the type of co-ownership. At the same time, the legislature protects privacy: the PESEL number, date of birth and residential address of a shareholder will not be disclosed to other shareholders. Another novelty is shareholder protection in the event of a company's dissolution: an application to strike a company from the National Court Register will have to be accompanied by a list of shareholders prepared on the basis of the register or depository, with addresses and number of shares, and in the case of dissolution without liquidation the registration court will be able to request such a list from the register-keeping entity. The aim is to ensure that when a company is struck off, the record of those who held shares in it does not disappear with it.

Summary

• Verify the state of your company's register. Check whether the register maintenance agreement has been concluded, whether all shareholders are entered and whether the data is current.
• Establish an internal procedure. Events requiring an entry (capital changes, imposition of transfer restrictions, changes to series and numbers) must reach the register-keeping entity within one week (7 days). This is a task at the intersection of management, accounting and corporate administration.
• Plan a review of the articles of association. The abolition of share types requires the corporate documents to be updated.
• Prepare the notification to the National Court Register. After 18 February 2027, the data of the register-keeping entity will need to be disclosed in the NCR, and companies whose registers are already operating will have only 3 months from the provisions' entry into force to do so. It is worth having all the required information and declarations ready in advance.
• As a minority shareholder, check your entry. The exercise of rights is determined today by the register. If you are not in the register, start by demanding an entry while the paper share certificate still constitutes evidence.

The direction of the amendment is clear: a current and complete share register is ceasing to be good practice and becoming a legal obligation with a specific deadline and a specific sanction. There is no indication that any further delay to the entry into force of these provisions is being considered. For management board members, this is another item on the list of areas for which they bear personal responsibility. For shareholders, it is the last moment to secure continuity of their rights.

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