Conducting a business activity in the form of company has many advantages. The biggest one is that a company constitutes an individual legal entity, which allows for limiting the entrepreneurs’ responsibility for liabilities resulting from business operations. Below, we discuss the process of registering a company in Poland. We will pay attention to the most important details and focus on aspects specific to companies that are being established on the territory of the Republic of Poland.
Step one – concluding a company’s agreement
Company’s formation in Poland 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 Polish legislator indicates two methods of concluding a company’s agreement – 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 can be conceptualized as creating a specific contract tailored to the needs of the partners.
An electronic form of concluding a company’s agreement
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. It should be noted, however, that at the stage of 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.
The registered users receive notifications in their profiles about new activities in the process of registration.
Regardless of whether an agreement is concluded traditionally or electronically, 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 be created in the form of a notarial deed. This is particularly important – otherwise, the company’s agreement will be invalid.
Step two – registering a company in Poland the National Court Register
After concluding the agreement, the newly created company must be registered in the National Court Register [Polish: KRS]. This is essential because, according to the provisions of the Commercial Companies Code, a company is established at the moment of obtaining entry into the Register, not at the moment of signing the agreement.
Registering a company with a traditional agreement
In order to register a company whose agreement was concluded traditionally, one should first get registered in the court registers portal [Polish: 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 required attachments depends on the type of company that is being registered. If the application is submitted by the company’s representative, an adequate power of attorney shall be enclosed.
Registering a company whose agreement was prepared in an electronic form
The application submitted via the S24 system must be accompanied by 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 to the National Court Register was signed by a person who is not authorized to represent the company, submitting the relevant consent together with an indication of correspondence address is required.
Rules for preparing attachments to the application for a company’s registration in the National Court Register
Particular attention should be paid 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 correctly completed and paid application accompanied by the set of relevant attachments is forwarded via the electronic system to the appropriate court of registration. Namely, the regional court having jurisdiction over the company’s registered seat. In the court registers portal, the data concerning the competent court should be automatically completed by the system on the basis of the information entered in the application. On the other hand, in the S24 system, the relevant court should be selected from the list available on the website.
Registering a company in Poland – how much does it cost?
If the company’s agreement has been concluded in a traditional way, the court fee for entry in the National Court Register amounts to 500 PLN, and the fee for announcing the entry in the Court and Economic Monitor is 100 PLN. If the agreement is concluded by the use of 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 the application for registering a company was submitted by the authorized representative, there is also an administrative fee required in the amount of 17 PLN. The payment can be made via the e-Payment system on the website https://oplaty.ms.gov.pl/.
How long does the process of registering a company in Poland take?
The application submitted by the use of the court registers portal is processed by the court 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 application submitted by the S24 system will be processed by the court within 1 day from the date of receiving. An incorrectly completed application will be returned by the court and in this case, it will be necessary to repeat the whole registration procedure.
Establishing a company in Poland – post-registration activities
After obtaining an entry into the National Court Register, the data of the new company are transferred 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 newly established company is required to indicate an actual beneficiary in the Central Register of Beneficiaries. Moreover, the company is obliged to provide the relevant Tax Office with supplementary data, such as a list of bank accounts. The above-mentioned information should be submitted 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.
In connection with the registration, the company is required to pay tax on civil law transactions in the amount of 0.5% of the tax base. It is determined by 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.
Are you considering starting a business in the form of a company? Are you planning to transfer your business to Poland? Getting professional help will make the registration process smooth and fast. The experts from our law office will provide the necessary assistance at every stage, starting from the submission of an application. Feel free to contact us.