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Prof. dr hab. Wojciech Popiołek
ORCID: 0000-0002-4531-6055
Head of the research team in Institute of Legal
Sciences, Civil Law and International Private Law at
the Faculty of Law and Administration of the
University of Silesia in Katowice.
DOI: 10.33226/0137-5490.2020.5.1
JEL: K12

As of 1st January 2021 the rules relating to the joint-stock companies in the Code of Commercial Companies will
importantly change. The paper stock certificates of all non-publicly traded companies will lose ex lege their legal
validity. They will be replaced by the electronic stock certificates. i.e. by electronic (ICT) entries in the registries
of shareholders. Such electronic registries will be operated — on behalf of the companies — by specialized entities
(authorized under the Act of 25.07.2005 on the marketing of financial instruments to keep and run the securities
accounts). The entry in these registries — which might be considered as a carrier of the dematerialized shares — will
constitute the basis for the legal entitlement, since only a person entered into the register in question will be treated
as a shareholder (entitled under a limited right in rem). This fundamental change in the legal nature of the share,
understood as a security, is coupled with a number of detailed amendments in the Code of Commercial
Companies related to the existence of the paper stock certificates, including those considering the disposition of
the shares. Article 3289 § 1 of the Code creates a rule that acquisition of a share (or making it subject to a limited
right in rem) occurs as a result and at the moment of making the entry into the register of the shareholders. It
follows that the entry to the register has a constitutive character (the disposition of a share, or the transaction
affecting the share, takes place at the time of entry into registry). This rule poses number of difficulties that need
to be analysed. Some of these difficulties (inter alia the nature of the legal act constituting the basis for the
disposition, the effects of the entry into register, the consequences of the entry not in accordance with the
actual legal state of affairs) are addressed in the present paper.

Keywords: electronic stock certificate; dematerialization of the shares; register of the shareholders; constitutive entry; disposing of the shares

Head of the research team in Institute of Legal
Sciences, Civil Law and International Private Law at
the Faculty of Law and Administration of the
University of Silesia in Katowice.