Everyone knows how ordinary theft (for example, shoplifting) occurs.    

However, how does one steal a company? Company theft is when a fraudster, on the basis of forged documents, files an application for entry of a change in the register of entrepreneurs (usually regarding the persons authorized to represent the company) and then takes over the right to represent the company without the knowledge of the administrators and shareholders.

The court clerks who make the entry are not going to analyze each application to see if, for example, the signature has been forged because they have absolutely no tools for this. Of course, your company’s data can be monitored on an ongoing basis, but, as you know, not everyone has the time or interest to check the extract from the register of their company every day – even less people would call registry court e.g. once a week to check whether someone has filed some document regarding their company.

A fraudster, after being entered into the register as a member of the management board authorized to represent the company himself, will on the other hand easily enter into contracts on behalf of your company. For third parties, the entry in the National Court Register is what matters.

No only can the fraudster enter into contracts, but they could also attempt to execute corporate changes. As it is management that handles the shareholders meeting, a fake shareholders meeting could be held, based on falsified documents. This could lead to e.g. dilution of shares (rising share capital resulting in other shareholders having minimal influence over the company).

While this kind of operations can sometimes be nullified, it can be a tedious and hard battle (still worth fighting).

To avoid the situation in which a registry change is made in your company without your knowledge, a new newsletter of the National Court Register has been introduced. Through this newsletter you will receive (to your email address) automatic notifications about the registration of a case involving a specific entity (for example, a company) or the making of an entry.

Receiving information that, for example, a new case has started involving your company, about which you know absolutely nothing (because you have not applied for anything to the registry court) will allow you to react in time, review the files of the case and attempt to participate in the pending registration proceedings to prevent fraud, as well as notify authorities.

How do I sign up for the newsletter?

Subscribing to the newsletter requires creating an account on the Court Register Portal and indicating from the account level in a special tab for this purpose the entities you want to observe. The JWMS law firm will provide support in using the newly created service. If, on the other hand, you have already received such an email and suspect that someone is trying to steal your company you can also contact JWMS for responsive action.

author: Jan Marczyński, attorney-at-law