National Court Register - responsibility for outdated information in the National Court Register
Entities entered into the National Court Register are required to update changes to the data included in the entry in the register. However, this obligation is not always respected. What is the responsibility for outdated information in the National Court Register? Do any regulations require that the data in the entry be updated?
How can you check whether the data disclosed in the National Court Register is up-to-date?
The only way to check the validity of the data in the National Court Register is to seek confirmation of the correctness of the information from the entrepreneur himself. The registry court is not able to provide us with such information.
You can draw conclusions on your own, whether the entrepreneur complies with the obligations regarding the change of data in the National Court Register. It is enough to carefully review the registry files. By analyzing the content of the second section of the third Register, you can find information about:
submitted activity reports,
financial statements and resolutions approving them.
By verifying the reporting periods and the dates of their submission, it is possible to assess whether the entrepreneur complies with the registration obligations in this respect.
Presumption of truthfulness of data disclosed in the National Court Register
The Act on the National Court Register provides third parties with a kind of protection against entries that are inconsistent with the facts through the so-called the principle of presumption of truth. It should be assumed that the data disclosed in the National Court Register are true and reflect reality. Otherwise, it is the entrepreneur who is responsible for the data that is not true.
Under Art. 17 sec. 2 if the data has been entered in the Register inconsistently with the entity's declaration or without such notification, the entity may not defend against a third party acting in good faith that the data is not true, if it has failed to immediately request the correction, addition or deletion of the entry. .
The principle of presumption of truthfulness of the data disclosed in the National Court Register does not apply to the data contained in the fourth section of the register. They are listed in Art. 41 of the Act on the National Court Register.
Counterparty risk in the event of out-of-date information in the National Court Register
A bona fide contractor (who was unaware of the changes) generally does not bear the risk of outdated information in the National Court Register. The performed activities cannot be invalidated due to outdated data resulting from the fact that the entrepreneur has not notified any changes within the binding deadline.
For example, in a situation where the composition of the management board has changed and it has not been reported to the National Court Register in a timely manner, and the contractor did not know about it, the company may not try to benefit from this fact by, for example, referring to the ineffectiveness of the concluded contract. Such protection is provided only to third parties (not members of the company's body), Art. 14 of the Act on the National Court Register.
Art. 14. On the National Court Register
The entity obliged to submit an application for entry in the register may not refer to third parties acting in good faith on data that has not been entered into the register or has been deleted from the register.
The above provision does not guarantee protection for people acting in bad faith, i.e. those who knew about the changes. At the same time, civil law indicates that good faith is always presumed. In the event of a dispute, this presumption may be rebutted.
Responsibility for outdated information in the National Court Register
The entrepreneur is responsible for data inconsistent with reality. Under Art. 18 sec. 1 of the Act on the National Court Register, an entity entered in the register shall be liable for damage caused by reporting false data to the register (if they were subject to entry at its request) and failure to report data subject to entry in the register within the statutory deadline.
The subject to which the outdated data relates may, however, refrain from liability if the damage occurred as a result of force majeure or solely due to the fault of the injured party or a third party for which he is not responsible.
If a personal commercial company is entered in the Register, persons responsible for the company's obligations with all their property are jointly and severally liable with the company.