Registered and bearer shares : the purpose of maintaining the distinction in the view of mandatory dematerialization of the shares in non-public joint-stock companies

Bibliogr. s. 94-97

The article discussed the novelization of the Polish Commercial Companies Code that provides for mandatory dematerialization of shares in non-public joint-stock companies. It also requires companies to enter into a contract with an entity that maintains the "shareholders' ledger", which is to remain public to all shareholders and the company itself. Dematerialization of shares in private joint-stock companies has serious consequences for their classification. There will be more regulations harmonizing legal regime that hitherto had been diversified. The normative differences between registered and bearer shares will consist in the possibility to carry special rights or duty to provide recurring non-pecuniary performances and in the possibility of their bona-fide acquisition from a non-entitled person. The articles of association of the joint-stock company may make the disposal of registered shares contingent upon consent of the company, or otherwise restrict the freedom of their disposal. The purpose of those norms is to connect the company with a particular shareholder, so the identification of the shareholders from the bearer shares will no longer be an issue. The only difference will be in the possibility to acquire bona fide a share from a non-entitled person. There is no option to acquire a registered share this way, unless the legislator decides otherwise. In order to formally unify the legal regime applicable to both types of shares the legislator must make a decision and incorporate it into the legal act.