Inheriting the entry to CEIDG-1
The death of a person running a business raises a number of doubts as to the legal consequences for third parties. One of them is, is it possible to inherit an entry in ceidg?
What is inheritance?
Inheritance should be understood as all the rights and obligations of the testator, which at the time of his death are transferred to his legal successors. It should be borne in mind that the inheritance includes not only rights and obligations, but also expectations - that is, legally justified hopes for acquiring a right.
However, in accordance with the wording of Art. 922 § 2 of the Civil Code (hereinafter: the Civil Code), the rights and obligations of the deceased closely related to his person do not belong to the inheritance - similarly to the rights that at the time of his death are transferred to designated persons, regardless of whether they are already heirs.
What is an entry in CEIDG-1?
In order to explain what an entry in the Central Business Activity Register (CEIDG) is, please refer to Art. 25 sec. 1 of the Act on the freedom of economic activity, which lists exhaustively which information is subject to entry. According to this article, the entry itself should be considered in functional, factual, and not legal categories - including property. For the sake of completeness, it should also be mentioned that the entry is also the deletion of the entry and the change of the entry.
Moreover, pursuant to Art. 34 sec. 2 point 2 of this Act, the entrepreneur is subject to removal from the CEIDG ex officio, by way of an administrative decision of the minister competent for the economy, inter alia in the case of a permanent cessation of economic activity by the entrepreneur. This provision also applies to the death of the entrepreneur.
|Preparations are underway for changes to the regulations in the field of, inter alia, inheritance of the company, however, they are at the design stage.|
Is it possible to inherit an entry in CEIDG?
Accordingly, it should be considered that the entry in CEIDG is not a property law, therefore the heir cannot inherit it, and it is not possible to inherit the entry in the CEIDG. However, according to the provisions of the Civil Code, the testator's enterprise may be inherited.
Art. 55 of the CC An enterprise is an organized group of intangible and tangible assets intended for business activity.
It includes in particular:
1) the designation individualising the enterprise or its separate parts (name of the enterprise);
2) ownership of real estate or movable property, including equipment, materials, goods and products, and other rights in rem to real estate or movable property;
3) rights arising from rental and lease agreements for real estate or movable property and the right to use real estate or movable property arising from other legal relationships;
4) claims, rights in securities and cash;
5) concessions, licenses and permits;
6) patents and other industrial property rights;
7) proprietary copyrights and property related rights;
8) business secrets;
9) books and documents related to running a business.