Company incorporation in Poland – stages of registration
Creation and registration of the limited liability company in Poland may seem like an intricate and complicated process because it consists of a series of operations which need to be carried out in order for Polish limited liability company to be finally registered Polish Company Register - The National Court Register (KRS).
The necessary steps to form and register the company in Poland might be divided into certain stages. I would like to point out that these stages relate to the traditional way of registering the limited liability company. For some time now in Poland a limited liability company can be registered by electronic means, this procedure significantly differs from the traditional procedure of registering the limited liability company.
The presented by me within this material steps are purely technical, they do not cover several operations, which need to be carried out prior to registering the limited liability company - for instance, deciding whether this type of company is the most ideal in a given case, or setting up future relations between shareholders in the company (through skilful drafting of the text of the articles of association, for instance taking into consideration personal rights granted to individual shareholders).
If you would like to find out more on the subject of the stages of forming the limited liability company, watch the video above. If you're unable to watch the video, read the text below. I have prepared a transcript of my presentation.
Step 1 - Polish limited liability company's articles of association
The first stage of forming the limited liability company is the conclusion of the articles of association or signing the instrument of incorporation of the company if a single-shareholder limited liability company is being created.
The articles of association or the instrument of incorporation of the limited liability company shall be prepared in a form of a notarial deed; a visit to the notary's office is therefore necessary.
Step 2 - Depositing share capital of Polish company
The second stage is making contributions to finance the share capital of Polish limited liability company (or a potential surplus above the nominal value of shares if stipulated in the articles of association).
A contribution shall most commonly involve depositing an appropriate sum of money into the company's bank account, it may also involve transferring real property rights onto the company (for example, land on which the residential building shall be constructed) or a movable property (for example a delivery vehicle).
Step 3 - Appointing a management board in Poland
The third stage of creating Polish limited liability company is the appointment of the management board. This can be accomplished in two ways:
1 - by way of resolution at the general shareholders' meeting (ev. the decision of a single- shareholder of the company) - this will require the general shareholders' meeting to be convened, the minutes from the general shareholders'' meeting are not required to be drawn up in a form of a notarial deed, a written form is sufficient.
2 - by way of decision of individual shareholders if he articles of association granted the individual shareholders the personal rights to appoint individual management board members.
The constitution of the supervisory board or the audit committee, if they are to function within the company, is a necessary step in creation of a limited liability company. In one of my previous posts I have written on the subject when the supervisory board of the limited liability company should be appointed.
Step 4 - Filing a registration application with the Company Register in Poland
The forth stage is entering the limited liability company into the National Court Register. This step is accomplished by filing an application to enter the limited liability company into the NCR, including all required attachments (associated operations are your obligation) and the limited liability company's entry into the NRC by the registry court.
Technical operations are connected with this step - for instance publishing the company's entry into the NRC in the MSiG - the Court and Commercial Gazette, this step is carried out independently by the registry court, only the appropriate fee is required at the time of filing an application for entry the limited liability company into the NRC.
Step 5 - Obtain other permits in Poland
The fifth step connected with the formation of a limited liability company is its entry into other registers, obtaining identification numbers (for example NIP and REGON) or obtaining or transferring permits to conduct specific activity or to engage in specific activities (for instance permits concerning environmental protection or construction permits).
Part of these operations is directly connected with filing an application for entry the limited liability company into the NRC (for instance in the framework of allocation the NIP and REGON numbers, submitting the social security (ZUS) contributions payer) and is conducted in the framework of the so-called one-stop shop procedure. The other part, on the other hand, needs to be carried out outside the scope of this procedure should the need arise.
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Barrister, Managing Partner
Barrister, Managing Partner