Below, we discuss the process of company set-up. We will pay attention to the most important details and focus on aspects specific to this procedure.
Table of Contents
Step one – concluding a company’s agreement
Company set-up requires concluding an agreement that regulates its operations. The basic elements of such an agreement are specified by the Code of Commercial Companies. Therefore, it must determine the following aspects:
- company’s business name under which it will operate,
- the company’s registered office,
- the scope of business activity,
- contributions made to a company.
It’s worth knowing that there are two methods of concluding the agreement of a Polish company – traditional and electronic.
A traditional form of concluding a company’s agreement
The first, traditional method involves preparing an agreement in a paper form. It allows for more flexibility as far as the agreement’s content is concerned. Concluding an agreement in such a form is similar to creating a specific contract tailored to the needs of the partners.
An electronic form of concluding the articles of incorporation of a Polish company
The electronic method involves using an existing contract template available online.
If you are going to establish a general partnership, a limited partnership, a limited liability company or a simple joint-stock company, you can use prepared standard forms that are available to the logged users of the S24 system. Concluding a company’s agreement with the use of a template, there is no possibility to change the provisions of such an agreement. The system does not enable their modification.
To sign a company’s agreement in such a form, all partners must have accounts in the electronic S24 system. They can sign it using the individual Trusted Profile or qualified electronic signature. It is worth noting that using the Trusted Profile is available only for those who have the PESEL identification number. People who do not have it may authorize the document with the qualified electronic signature.
Form of the agreement
The registered users receive notifications in their profiles about new activities in the process of registration.
Regardless of whether an agreement has traditional or electronical form, it is important to remember about preserving the relevant form. In the case of a general partnership, the written form is sufficient. However, agreements for other types of companies must have the form of a notarial deed. This is particularly important – otherwise, the company’s agreement will be invalid.
Step two – registering a company in the National Court Register
After concluding the agreement, the company must register in the National Court Register [Polish: KRS]. This is essential because, a company comes into existance at the moment of obtaining entry into the Register. Not at the moment of signing the agreement.
Company set-up with a traditional agreement
In order to register a company with traditional agreement, you should first register in Portal Rejestrów Sądowych. Creating an account requires authorization with the Trusted Profile or with the qualified electronic signature.
Every registered user may submit an application for registering a company in the court registers portal [Portal Rejestrów Sądowych]. It does not need to be performed by a partner or representative of the company.
The application should include relevant attachments. The list of attachments depends on the type of company. If the company’s representative submits the application, he should enclose a proper power of attorney.
The application via the S24 system must bgo together with a complete set of self-prepared attachments in PDF format.
These attachments include:
- a statement whether the company is a foreigner within the meaning of the Act of 24th March 1920 on the acquisition of property by foreigners, and
- a list of personal data together with correspondence addresses of people authorized to represent the company.
If the application for entry of a Polish company to the National Court Register signs a person who does not have authorization to represent the company, submitting the relevant consent together with an indication of correspondence address is obligatory.
Rules for preparing attachments to the application for a registration of a company in Poland in the National Court Register
You should pay particular attention to the rules concerning attachments to the application for registering a company in Poland. If the enclosed document is in an electronic format, it must be authorized and signed with the use of the Trusted Profile or the qualified electronic signature. If the company’s partner encloses documents in paper form, the application must also be accompanied by their electronic copies certified by a notary public. You can also attach a scan or photo of these documents, provided that the original documents or copies certified by a notary public will be sent to the court within 3 days from the date of submitting the application. If the attachment to the application in the court registers portal constitutes a copy certified by a notary, the notarial deed’s number in the Central Database of Digital Transcripts of Notarial Deeds [Polish: CREWAN] should be also provided.
A correct application with the set of relevant attachments goes via the electronic system to the appropriate court of registration. Namely, the regional court having jurisdiction over the company’s seat. In the court registers portal, the data concerning the competent court is automatically completed by the system on the basis of the informationf rom the application. On the other hand, in the S24 system, the relevant court should be selected from the list available on the website.
How much does it cost?
If the company’s agreement is traditional, the court fee for entry in the National Court Register amounts to 500 PLN. The fee for announcing the entry in the Court and Economic Monitor is 100 PLN. If the agreement is goes through the S24 system, the fees are lower. They amount respectively to 250 PLN and 100 PLN for announcing the entry in the Court and Economic Monitor. In both cases, if an authorized representative submits the application for registering a company, there is also an administrative fee in the amount of 17 PLN. The payment goes via the e-Payment system on the website https://oplaty.ms.gov.pl/.
How long does the process take?
The application with the use of the court registers portal completes within 7 days from the moment of its receiving. If the application is incomplete, the court will return it together with a request to correct formal deficiencies within the following 7 days.
The court proceeds the application via the S24 system within 1 day from the date of receiving. The court returns an incorrect application and in this case, it will be necessary to repeat the whole registration procedure.
After obtaining an entry into the National Court Register, the data of the new company goes to other registering offices in order to obtain VAT identification number [Polish: NIP] and National Business Registry Number [Polish: REGON]. Within 7 days following the date of entry into the National Court Register, a new company has to indicate an actual beneficiary in the Central Register of Beneficiaries. Moreover, the company has to provide the relevant Tax Office with supplementary data, such as a list of bank accounts. The above-mentioned information should goes on the dedicated NIP-8 form within 21 days following the date of entry into the National Court Register. One should also remember to register the company as a VAT Taxpayer.
Tax on civil transactions
In connection with the registration, the company has to pay tax on civil law transactions in the amount of 0.5% of the tax base. It depdends on the value of contributions made to a partnership or by the value of share capital of a limited company. The declaration shall be submitted on the dedicated PPC-3 form to the tax revenue office competent for the company’s seat. The declaration shall be submitted within 14 days following the date of concluding a company’s agreement.
If this article was interesting for you and you want to know more on the topic it concerned we encourage you to contact us. Specialists from our law firm in Poland, Warsaw, will be happy to help. If you are interested in company registration in Poland visit our landing page dedicated to the the foreign investors in Poland.