The board has signed. The resolutions are in a notarial protocol and the plan has been announced. Everything now sits on a desk at the registry court (sąd rejestrowy), and none of it is legally real until that court enters the transaction in the National Court Register (Krajowy Rejestr Sądowy, “KRS”). This is the moment foreign groups worry about most: the assumption is that a Polish judge now takes a fresh look at the whole deal and could unpick it. That is not what happens - and knowing precisely what the court does and does not do is what lets you plan the last few weeks with confidence.

What actually lands on the court’s desk

The registry court sees a merger or demerger twice, but only the second time carries legal weight. Early in the process the plan is filed with the court for its records - a step that produces no decision on the transaction itself and changes nothing. What matters comes later: once each company’s shareholders have passed their merger or demerger resolution before a notary, the company - in practice through its attorney - files those resolutions together with the application to register the transaction. The court’s entry on that application is the moment the merger or demerger takes legal effect (Art. 493 § 2 of the Commercial Companies Code, Kodeks spółek handlowych, “KSH”, for a merger; Art. 530 KSH for a demerger). Until that entry, nothing has moved.

You have 6 months from the last merger or demerger resolution to file that application - a preclusive deadline (Art. 169 / 325 § 1 KSH, applied through Art. 497 § 1 for mergers and Art. 532 § 1 for demergers). Miss it and the resolutions lose their force. In practice this is comfortable room; it matters only if a deal stalls for other reasons.

What the registry court actually checks

The court’s remit is set by a single provision: Art. 23 of the National Court Register Act (the “KRS Act”). Under Art. 23(1) it examines whether the documents attached to the application conform, in form and content, to the law. Under Art. 23(2) it checks that the identifying data of the company and of the persons and entities named in the application (names and identification numbers) are true, and looks behind the documents only where it has justified doubts.

In plain terms: the court checks that the required documents are there and that they are lawful. This has real bite. A merger or demerger plan, and the resolutions behind it, must contain what the Code says they must contain; if a mandatory element is missing, the court will catch it and will not make the entry until it is fixed. What the court does not do is police whether every procedural step actually happened - in my experience it does not ask for proof that the plan was announced or that the shareholder notices were sent, and it does not refuse an entry for want of such proof. It is a legality check on the documents in front of it: not a rubber stamp, but not an audit of the whole process either.

A useful way to picture it is passport control, not a travel agent. The officer confirms your documents are genuine and in order and that you are entitled to travel; the officer does not ask whether your trip is a sensible use of your money.

Why a “wrong” exchange ratio will not stop your merger

Here is the part that reassures most foreign GCs. The one thing the registry court does not do is second-guess the economics. It has no power to assess whether the transaction made commercial sense, or whether the exchange ratio or price was fair.

This is not a new idea, nor one peculiar to reorganisations: the registry court has never been in the business of judging the commercial wisdom of what it registers. The Supreme Court made the point decades ago in a very different setting - a company being formed - when it held that the court cannot assess whether a company’s share capital is adequate to run its intended business (Supreme Court, 13 October 1988, III CZP 72/88). The same limit applies to a merger or demerger: an exchange ratio the shareholders have accepted is theirs to accept, not the court’s to review.

The consequence is concrete: even a court-appointed expert’s opinion stating that the exchange ratio was set incorrectly does not entitle the court to refuse the entry, once the shareholders have approved that ratio. (On the expert’s examination and when a negative opinion matters, see Do you need an auditor’s opinion on a Polish merger?.) A shareholder who disputes the ratio cannot challenge the resolution over the ratio alone; the remedy is a claim for damages (Art. 509 § 3 KSH) - not the registrar’s desk.

For precision: “the court does not judge the merits” is not the same as “the court checks nothing”. It reviews legality against mandatory law, and it can refuse an entry built on an unlawful resolution - or on a plan or resolution that is missing something the Code requires. What it will not do is treat itself as a second commercial opinion on a deal the shareholders have already approved.

The same holds for a demerger: the court has no competence to review its economic basis, and cannot refuse the entry even where the expert opinion criticises the exchange ratio; nor can the demerger resolution be challenged over the ratio alone (Art. 544 § 3 KSH).

Demerger: the one registration quirk to remember

For a demerger the cognition is identical, but the registration mechanics differ in a way worth flagging. In a full split-up, the company being divided (spółka dzielona) is struck off, and the demerger date is the day of that strike-off (Art. 530 § 1, Art. 542 § 2 KSH).

In a demerger by spin-off (podział przez wydzielenie), the company being divided survives, and the spin-off date (dzień wydzielenia) is the day of the entry, not a strike-off (Art. 530 § 2 KSH). The order of entries also flips: in a split-up the court first registers the capital increase in the receiving companies (or registers the new companies), then strikes off the company being divided; in a spin-off it first registers the capital reduction in the company being divided - unless the spin-off is covered from equity other than share capital - then the receiving entries (Art. 542 § 4 KSH). If assets go to more than one recipient, there can be more than one spin-off date.

None of this changes what the court reviews. It changes the sequence and the exact day on which the transaction bites - which is what you need to know if a closing has to land on a particular date.

What the court will overlook

Not every slip is fatal. The registry court cannot refuse an entry over minor defects that harm neither the company nor the public interest and that cannot be cured without disproportionate cost (Art. 164 § 3 KSH, applied through Art. 497 § 1 and, for a demerger, Art. 532 § 1). In practice this means a small error in the application - a mistyped figure in a shareholder’s details, say - will not get the whole filing bounced; the rule exists precisely so that the court corrects or overlooks such things instead of sending the application back. Where something genuinely necessary is missing, the court will normally ask for it to be supplied rather than refuse outright - which is why a complete, self-sufficient filing is the whole game.

How to get a clean entry

By the time the application to register reaches the court, the merger or demerger has been planned from the start - the full statutory timetable is in my article on how long a merger takes. This last step is where preparation, not law, decides whether it lands on the date you need. A well-prepared registration application is entered in about two to three weeks, though it depends on the city - registry courts move at different speeds. Because the whole transaction is planned around a target registration date, I file the application at least three weeks before that date, ideally a month; around the Christmas and New Year backlog, up to six weeks before.

Two things do most of the work. First, leave the court registrar (referendarz) no room to query. A recurring example: an intra-group merger does not require clearance from the competition authority (the Office of Competition and Consumer Protection, UOKiK), but the court does not necessarily know your ownership structure - so I file a management-board statement confirming the transaction is an intra-group concentration that needs no clearance, rather than leaving the point open. Second, monitor the filing and answer any query at once. That is easier in some courts than others: Warsaw does not let you speak to the registrar handling the case, so it is the secretariat or written pleadings, whereas Poznań or Gdańsk are less formalised and you can often talk to the judge or registrar directly.

What this means for you

The registration stage is not where your deal is re-litigated. If the procedure was lawful and the file is complete, the court’s job is to enter the transaction, not to reassess it. Your attention in the final weeks belongs on completeness and timing, not on defending the commercial logic of a deal your shareholders have already approved.

Watch out

  • The entry, not the signing, is the finish line. Diarise the target registration date backwards from the filing, not from the resolution - and add a buffer for the December-January backlog.
  • The court will not warn you that your file is thin; it will just query it. Every gap the registrar has to raise costs you a cycle.
  • Different registry courts, different speeds and access. Build the timetable around the specific court, not a national average.
  • The 6-month clock is real. If a deal stalls after the resolutions, watch the preclusive deadline.

Next steps

  • Fix the target registration date and work backwards: file a month ahead, three weeks at the latest (six weeks around year-end).
  • Assemble the full filing before you submit - including a management-board statement on any UOKiK exemption.
  • Confirm which registry court is competent and how it handles contact.
  • Keep the file monitored so any query is answered without losing a cycle.