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  • Mateusz Medyński

End of bearer shares in Poland in 2021

End of bearer shares in Poland in 2021.

On the 22nd July 2019 the Polish Sejm (lower house of Parliament) adopted a change to the Commercial Companies and Partnerships Code.

The change makes it obligatory for joint-stock companies and limited joint-stock companies to transfer their bearer shares into electronic form until 2021, with initial work on the transfer being started in 2020. This will mean a final end of unregistered bearer shares in Poland.


The move is justified by the need for more fiscal clarity and a need to combat tax fraud. Other countries have recently made similar moves or are in the process of preparing such legislation. The UK has already abolished bearer shares in 2015 in the Small Business, Enterprise and Employment Act. Even Switzerland is currently working on similar provisions (though still in the form of public consultations). Therefore the move is not an unusual in itself. Although it does constitute a step towards limiting

economic freedom.

The changes make it more and more difficult to hide true ownership of enterprises and thus the ultimate beneficiaries of transactions. It is therefore in line with provisions combating fraud and financing of terrorism. A move reasonably required for peace and justice for all. However when a country, whose government openly advocates state property as the best cure for all ills and gradually introduces legislation which allows the state to take over management of private businesses without their consent, one must wonder whether such legislation will be used not only to protect the society from foreign (and domestic) evils, but rather to ensure state dominance and make it possible for anyone who does not support the government to lose their businesses. Although the current and justifiable explanation for this move is to protect us from ourselves, I can’t help but wonder where this will lead us.

I hope we are not taking steps towards fulfilment of Benjamin Franklin’s famous phrase: “They who can give up essential Liberty to obtain a little temporary Safety, deserve neither Liberty nor Safety.”

Please find below the original press release:,Sejm-przyjal-zmiany-w-Kodeksie-spolek-handlowych.html

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