It may happen that future business partners remain abroad and, due to various reasons, cannot personally conclude the company’s agreement in Poland. It is worth knowing that in such a situation they can use the help of an authorised agent. Registration of a company in Poland by an authorised agent is a solution that will significantly facilitate the start of business activity. The agent will complete all the formalities as if they were performed by the partners themselves. While the partners do not have to travel to Poland.
Power of attorney required to register a Polish company remotely
A person with at least limited legal capacity may be an agent authorised to conclude a company’s agreement. According to the provisions of the Civil Code, the circumstance that the agent has limited legal capacity has no influence on the validity of the actions performed by him or her on behalf of the principal.
Form of the power of attorney
However, one should pay attention to the requirements concerning the form of the granted power of attorney. If the company’s agreement may be concluded in written form, the power of attorney to conclude this agreement should also be in written form. This corresponds to a general partnership as well as a limited liability partnership.
Nevertheless, the provisions of the Civil Code provide that if a specific form is required for a legal action to be valid, the principal must grant a power of attorney to perform this action in the same specific form. This is very important because some types of companies require the company’s agreement in the form of a notarial deed in order to be valid. This refers to the following types of companies:
- limited partnership
- limited joint-stock partnership
- limited liability company
- joint-stock company
- simple joint-stock company
Notarized power of attorney to register a company in Poland
It should be remembered that granting a power of attorney constitutes a unilateral act which means that only the principal is required to be present at the notary public. The agent’s presence is not obligatory. Persons who stay outside of Poland and are unable to grant the power of attorney in the presence of a notary public should obtain official confirmation of the authenticity of the document, for example in the form of an Apostille.
In order for the notary public to be able to prepare power of attorney in the form of a notarial deed, the principal should complete certain formalities. First of all, he or she should provide the Identity Card which includes personal data, such as an identification number (e.g. PESEL). Secondly, the principal is obliged to provide the agent’s personal data and specify the scope of activities for which the representative is authorized. Preparation of the power of attorney in the form of a notarial deed is subject to a fee.
Establishing and registering a Polish company by a certified attorney
The newly established company must be entered into the appropriate register. Only then will the company be able to conduct a business activity. To perform this action, the management board may also use the assistance of the agent. The agent may submit the application for entering the company to the National Court Register [Polish: KRS] within 7 days from the moment of concluding the company’s agreement. If the company’s agreement was concluded in the form of the notarial deed the agent may submit the application for entry via a dedicated court registry portal [Polish: Portal Rejestrów Sądowych].
The application should be made on the official form. The authorised agent is obliged to provide his or her name and surname, fulfil the application form and enclose attachments required by the system.
More information on the subject of registering companies in Poland, including registering them with the assistance of the agent, can be found in our article Registering a company in Poland.
Registering a Polish company by an agent online (S24 system)
First of all, it is worth noting that the S24 system allows for concluding a company’s agreement with the use of a template available on the website. The S24 system enables concluding the agreement of a general partnership and of a limited partnership as well as limited liability companies and joint-stock companies.
To use the S24 system for establishing a company, the agent must create an account. Subsequently, the registration must be confirmed with the use of a Trusted Profile or a qualified electronic signature.
In the first place, a resolution of the shareholders’ meeting, which authorises the agent to conclude a company’s agreement via the S24 portal, should be entered into the system. The form with the resolution template is available in the system. This will allow the agent to conclude a company’s agreement with a member of the management board. In this procedure, the agreement is concluded with the use of a standard template available in the system. It should be noted that the provisions of this standard agreement cannot be modified. An authorised agent can sign the agreement with a qualified electronic signature, personal signature or with a Trusted Profile.
As it was mentioned earlier, each newly established company must be entered into the National Court Register. The agent may submit the application for registering a company in the National Court Register via the S24 system. To perform this action, the agent should receive a separate power of attorney from the principal.
What is important, the application for entry into the Register may be signed only by a professional agent –attorney-at-law or legal counsellor.
The application submitted via the S24 system must be accompanied by a complete set of self-prepared attachments in PDF format:
- a statement whether the company is a foreigner within the meaning of the Act on the acquisition of property by foreigners
- a list of personal data together with correspondence addresses of people authorised to represent the company
- if the application for entry to the National Court Register was signed by a person who is not authorised to represent the company, submitting the relevant consent for representing the entity will be necessary, together with an adequate correspondence address.
Costs connected with registration of a Polish company by a proxy
Establishing a Polish company by an authorised agent, especially its registration, is connected with the necessity to pay a fee. The amount of the fee depends on the chosen method of establishing a company.
If the company’s agreement was concluded previously at the notary public, the agent should report the company to the National Court Register [Polish: KRS] via the court registers portal [Polish: Portal Rejestrów Sądowych]. In this case, the fee amounts to 500 PLN. Moreover, a payment in the amount of 100 PLN must be paid for entry into the Court and Economic Monitor. If the application is submitted by the agent, it should be remembered that there is also an administrative fee required for the power of attorney in the amount of 17 PLN.
If the agreement is concluded by the use of the template available in the S24 system, the administrative fee is lower – it amounts to 250 PLN. Furthermore, a payment in the amount of 100 PLN must be paid for entry into the Court and Economic Monitor. If the activities were performed by an authorised agent, an administrative fee for the power of attorney must be paid in the amount of 17 PLN.
Both the court registers portal and the S24 system support online payments. Therefore, the required fees may be paid automatically via the e-Payments tool available in the system.
Additional activities related to registration of a Polish company
A newly established commercial law company is obliged to report the actual beneficiaries to the Central Register of Beneficiaries. An actual beneficiary is a natural person who, thanks to the relevant authorisation, controls directly or indirectly the economic entity that must be entered into the Central Register of Beneficiaries [Polish: CRBR]. What is important, the registration must be performed by members of the company’s management board themselves. In this case, there is no possibility of using the assistance of an authorised agent.
Establishing a Polish company by an authorised agent constitutes a beneficial solution. It will significantly improve and simplify the process of creating a new economic entity when the company’s partners are abroad and cannot or do not want to come to Poland. Therefore, we encourage you to use the help of specialists from our legal office. We have many years of experience in registering companies on behalf of foreign partners as professional authorised agents. If you want to know more, do not hesitate to contact us.