The Chamber of Deputies is currently debating Parliamentary Print No. 139, which primarily aims at enhancing digitalisation in the area of business corporations. However, it also proposes an adjustment in the area of assessing the integrity (clean criminal record) of members of elected bodies of business corporations – especially members of statutory and supervisory bodies.

At present, the integrity of an elected member is assessed in the sense of the Trade Licensing Act – a person, who has been convicted of a criminal offence committed intentionally and in connection with the business or the subject of the business that the person intends to perform, is not considered to be of good character.  

However, the proposed amendment adds a new definition of integrity of a member of an elected body directly into the Business Corporations Act (“BCA”). According to the proposed wording of the ZOK, a person who has been convicted of one of the enumerated offences (e.g. embezzlement, fraud, damage to creditors or tax offences) will not be considered to be of good character, even if such offence was not committed in connection with business.  Even foreign convictions will count.

The proposal also anticipates the establishment of national non-public registers of persons excluded from serving as a member of an elected body of a business corporation. These should be interconnected within the EU and Member State authorities should be able to consult each other’s records – which could theoretically result in courts no longer requiring extracts from criminal records for foreigners elected to corporate bodies. However, it is questionable when such interconnection will actually happen. 

Thus, if someone commits any of the statutory offences, he or she will be entered in this register and the registry court will be able to verify the (in)eligibility of such person to be a member of an elected body of a business corporation.

We will continue to monitor the legislative process.