We previously informed you that the organizational units of foreign entities will be required to confirm the information recorded in the Commercial Register; otherwise, they will be removed from the Commercial Register. A list of entities that may be deleted following confirmation of their registered data was recently published in the Commercial Gazette.
The aim of this amendment was to “clean up” the Commercial Register by removing old and inactive organizational units.
The deadline for confirming the accuracy and currency of the data was set for September 30, 2021. Within this deadline, the heads of organizational units were required to confirm the accuracy and currency of the registered data, thereby confirming that the company remains functional and active. They could do so using a form prepared for this purpose by the Ministry of Justice, and the submission of the form and the entire procedure were free of charge.
According to the Latin legal principle vigilantibus iura scripta sunt, which was already in force in Roman law, the law belongs to the vigilant. This principle is often invoked in the context of the futile expiration of a specific deadline and means that rights belong to those who safeguard them and who actively seek to protect their rights, and thus must be exercised within the designated timeframes. However, it is not uncommon for a deadline to expire without action. The expiration of a deadline generally has adverse effects, and this is no different in the case where you did not confirm the accuracy and currency of the registered data regarding your organizational unit by the deadline of September 30, 2021. In such a case, the legislature has penalized your inaction by stipulating that if such verification of the data does not occur, these organizational units will be deleted from the Commercial Register.
As of April 1, 2022, many organizational units therefore saw an unpleasant entry in their Commercial Register extract stating that the registered entity had been published in the Commercial Gazette on the list of entities that may be deleted from the Commercial Register, pursuant to Section 768s of the Commercial Code. This list will be published in the Commercial Gazette for at least 6 months. It is therefore reasonable to expect that the actual deletion of these entities from the Commercial Register will not occur until after October 1, 2022. If this situation applies to you—that is, if you failed to confirm the accuracy and correctness of the registered data within the specified period, you have been published in the list of entities that may be deleted, but you wish to continue doing business— this situation is not yet completely hopeless for you, and it is still possible to prevent the company’s deletion. It is important that you demonstrate to the registry court—which is the district court in the regional capital—that you remain an active business entity and that your company is not a so-called “dormant company.” The most effective way is to file a petition with the registry court stating that the entity should not be deleted from the commercial register and to justify it, for example, by stating that the registered entity remains active, is actively conducting business, is operational, and has an interest in preventing its deletion from the commercial register. In such a case, the registry court should issue a ruling determining that the registered entity was included in the list of entities eligible for deletion from the Commercial Register without justification. Once the resolution becomes final, the court will notify the Ministry of Justice, in cooperation with which it will remove the registered entity from the list, thereby preventing its potential removal from the Commercial Register.
If this unfortunate situation also affects your organizational unit, our staff will assist you in resolving it.
