by Piotr Kopec
Business activity in Poland may be conducted in different forms. Apart from individual business activity, the Polish Code of Commercial Companies regulates the main categories of commercial companies. Among them the most common form of economic activity is a limited liability company.
In this article I would like to present the practical steps that should be taken in order to establish and register a limited liability company in Poland.
Step 1. Drafting the Articles of Association.
The Polish law does not contain a closed catalogue of the elements of the articles of association. The Commercial Code sets forth only the necessary elements of a articles of association. The articles of association should contain at least business name and seat of the company, the object of the company’s activity; amount of the initial capital; whether a shareholder may have more than one share; number and nominal value of shares taken up by each shareholder; lifetime of the company, if defined. It should be underlined that the share capital of the company shall be at least 5,000 PLN and the nominal value of a share may not be lower than 50 PLN.
Step 2. Concluding the articles of association in the form of a notarial deed.
In accordance with the Polish Code of Commercial Companies the articles of association of the limited liability company shall be made in the form of a notarial deed. It means that a public notary should be visited to legally establish the limited liability company.
However, it is recommended that a lawyer who assisted in drafting the articles of association is present when signing the articles of association before public notary. Such a lawyer understands the parties will and can explain how to interpret the contractual provisions.
It should be remembered that the public notary is obliged to collect the tax on civil law transactions, and the tax base will be the value 0,5 % of the share capital. Notary public’s fee is also dependent on the value of the share capital.
Step 3. Limited liability company in organization.
Upon conclusion of the articles of association, a limited liability company in organization is created. In accordance with the Polish Code of Commercial Companies such a company may acquire rights in their own name, including the right of ownership of real estate and other rights, incur obligations, sue and be sued. The business name of the capital company in organization shall include the additional words „in organization”. The company in organization has 6 months period to be registered in Polish National Court Register.
Step 4. Registration in Polish National Court Register.
The last step is registration in Polish National Court Register. The representatives of the company should submit an application to the Polish District Court (Economic Division) within 6 months from the signing the articles of association.
The application should be submitted in forms that can be found on the website of the Polish Ministry of Justice. In addition to the forms, a number of other supporting documents are required, such as: an excerpt from a notarial deed containing a company articles of association, document confirming on the appointment of members of the board of directors of the company as well as their consent to be appointed, list of partners, list of addresses of members of the board of directors, statement of the board of directors on share capital contribution.
The entry fee for registration in the National Court Register is 500 PLN. The fee for the announcement in Court and Economic Monitor Newspaper is 100 PLN.
Step 5. Obligations after registration.
In accordance with Polish law after registration the company is obliged to provide supplementary data (e.g. bank account numbers, expected number of employees or addresses of business locations) within 7 to Social Insurance Institution and within 21 to Tax Office.
How long does it take?
It is hard to say exactly what time it takes to set up a new limited liability company. It all depends on how long you have to wait for entry in the National Court Register. Establishing a limited liability company traditionally takes about 3-4 weeks.
However, as it was mentioned before, upon conclusion of the articles of association a limited liability company is in organization and may acquire rights in their own name. So it is not necessary to wait for court entry to start business activity in Poland.