March 03, 2025
Court register is a public book kept by the commercial court, and contains data and documents on the subjects of registration for which entry in the register is prescribed by law. It consists of a general ledger and a collection of documents. The general ledger is the part of the register in which the data on the subjects of registration prescribed by law are entered, and the collection of documents is the part of the register in which the documents submitted for the entry of data on the subjects of registration in the general ledger are stored.
Who is registered
According to the law, the following types of subjects of registration are registered in the Register:
- a public company,
- limited partnership
- economic interest association,
- joint stock company,
- limited liability company,
- European Society,
- European Economic Interest Grouping;
- European cooperative
- institution
- A community of institutions,
- Cooperatives
- Association of Cooperatives.
- credit union
- other persons for whom registration is prescribed by law.
Branches of the subject of registration are registered in the register when prescribed by a special law.
Data on crafts are entered in the trade register, and data on the association in the register of associations, and are not recorded in the court register.
What is entered in the register
Companies and institutions are registered in the register. Entries include basic information such as the entity’s registration number, company name, registered office, OIB, activities, legal form, persons authorized to represent and information about the founders/members of the company. Entries can be founder, change, or deletion.
Establishment of a company
The establishment of a company begins with the drafting of the memorandum of association. It can be a memorandum of association, a memorandum of association, or a statement of incorporation. It is necessary to specify the name, registered office, activity and pay the share capital. This is followed by registration in the register, which gives the company legal personality.
Changes in the court register
Changes in the company’s data, such as a change of registered office or activity, must be entered in the register. These changes require the submission of appropriate documentation and court approval.
The procedure for entry in the register is initiated by an application containing a request for entry of data, which is submitted to the court of registration in the form of a publicly certified document or an electronic application. The application is a strictly formal document so that it is completed by a notary public or a lawyer.
For a limited liability company, the application is submitted by all members of the management board, and if it has a supervisory board, also by the chairman of the supervisory board.
Deletion from the court register
Deletion from the court register is carried out after the dissolution of the legal entity. This may be due to liquidation, bankruptcy, merger with another company or merger with another company. With the deletion, the legal entity no longer exists in legal transactions.
Effect of entry in the court register
According to the Court Register Act, an entry in the register may have a constitutive or declaratory effect. For example, a decision whose entry in the court register has a declaratory effect is a change of a member of the management board (director) of the company, and such a decision enters into force on the day of its adoption. On the other hand, an amendment to the memorandum of association or recapitalization enters into force only upon entry in the court register, so such registration has a constitutive effect.
In any case, the entry in the court register from the date of publication of the entry also produces legal effects vis-à-vis third parties. Once something has been entered in the court register, no one can claim that they did not know about it. It’s the same with the land registry for real estate. After the registration decision becomes final, the data are published on the website of the Ministry of Justice, where they are considered officially published on the expiry of the date of publication.
Any person may refer to the situation entered in the court register with regard to the data and facts entered in the register in accordance with the regulations, except for the person who is proven to have been aware that the actual situation regarding such data differs from the state of the entry in the register.
Conclusion
The court register is crucial for legal certainty, publicity of registration and transparency of business. It provides insight into the basic data of legal entities and their changes. Proper keeping and updating of data in the court register ensures legal certainty and trust in business relationships.
If you need legal assistance or a lawyer for registration in the court register or representation in registration proceedings, please contact us at:
