If a foreigner plans to open a business activity in the territory of Poland, they may establish a limited liability company. It is a capital company, having legal personality, which is responsible for its liabilities with all its assets. The shareholders bear limited liability, on a risk basis – only up to the value of their contributions. And only in the event that enforcement against the company proves unsuccessful, joint and several liability is borne by its members.
However, before any liability can be claimed, the company must be established and entered in the National Court Register. The first step is for the entrepreneur to draw up a plan for future business, including basic data on the company.
1. BUSINESS PLAN
It is important for the opening of the company to create a vision of its operations and define the following elements:
- the company name. According to the provisions of the Commercial Companies Code, the company’s name may be chosen freely, but it should include the additional designation “limited liability company”. The abbreviation “spółka z o.o.” or “sp. z o.o..” may be used in trade;
- the company’s registered office – the city/place where the company will be located;
- the company’s business. Determining what the company is going to do. The choice is made from the Polish Classification of Business Activities (PKD). There are no restrictions in the number of codes, however, one main code should be specified – which will indicate the predominant subject of activity.;
- the duration of the company. As a rule, limited liability companies are established for an indefinite period of time. However, in the case of a decision that the companies are to operate for a definite period of time, this information should be included in the contract;
- the amount of share capital. According to the provisions of the commercial law, the company’s share capital should be at least PLN 5,000;
- the election of the shareholders and the determination of the number and nominal value of the shares subscribed for by them and the decision whether a shareholder may hold more than one share;
- the selection of the way of representing the company;
- the company account. Opening an account in a bank dedicated exclusively for company funds is a convenient solution. However, some banks allow you to open an account even before the registration of the company;
- the company’s address;
- the way of keeping accounts. In the case of limited liability companies, there is a requirement to keep full accounting records and to audit financial statements;
- e-mail address, website address.
Most of the above issues must be regulated in the articles of association concluded in the form of a notarial deed. Alternatively, you can also use a model contract – a form available in the ICT system.
2. VISIT TO A NOTARY PUBLIC/WEBSITE VISIT
The conclusion of a contract of a limited liability company in the form of a notarial deed requires a visit to a notary office. In addition to the obligatory elements of the deed, the notary public may include provisions concerning such issues as: increase/decrease of capital, disposal of shares, method of representation different from the one indicated in the provisions of the Commercial Companies Code.
In order to establish a company, it is also necessary to make contributions to cover the share capital and to appoint the management board and other bodies, such as the supervisory board or the audit committee. The company’s governing bodies may also be appointed in a separate resolution, already after signing the company deed.
Exceptionally, the registration of a company can be done online using a ready-made contract template. After filling in the contract form available in the ICT system, it should be accompanied by a qualified electronic signature, a trusted signature or a personal signature. What is important is that when establishing a company via the Internet, shareholders of a limited liability company may only make cash contributions to cover the share capital. In the case of making an in-kind contribution (in-kind contribution), it is necessary to make an appointment with a notary public.
Upon conclusion of the contract of the company, there is a limited liability company established in the organisation. This is the initial stage of the company’s existence and lasts until the company is entered into the National Court Register (KRS).
3. ENTRY IN THE NATIONAL COURT REGISTER
The Management Board of the company shall, within 6 months from the date of conclusion of the agreement, report the establishment of the company to the registry court in order to enter the company in the register. The application for registration should be submitted on the official KRS-W3 form. The application must also be accompanied by appropriate attachments.
The fee for submitting an application in a traditional (paper) manner is PLN 500 for the entry fee and PLN 100 for the announcement of the entry in Monitor Sądowy i Gospodarczy, respectively. On-line registration (in the S24 system), the fees amount to PLN 250 – court fee per entry and PLN 100 – fee for an advertisement in Monitor Sądowy i Gospodarczy.
NIP and REGON numbers are assigned “automatically” when registering the company in the KRS.
The application for registration of a limited liability company in the register should be considered by the district court within 7 days from the date of its receipt.
- Act of 15 September 2000 Commercial Companies Code (Journal of Laws of 2019, items 505, 1543, 1655, 1798, 2217, of 2020, items 288, 568, 695, 875);
- Act of 20 August 1997 on the National Court Register (Journal of Laws of 2019, items 1500, 1655, 1798 and 2020, item 288);
- Ordinance of the Minister of Justice of 21 December 2000 on determining official specimens of application forms for entry in the National Court Register and the manner and place of their availability. (Journal of Laws 2000 No. 118 item 1247)
- Act of 28 July 2005 on court costs in civil matters (Journal of Laws of 2005 No 167 item 1398)
Autor: Aplikant Radcowski Marta Szczepanowska
Nadzór Redakcyjny: Radca Prawny Paweł Tokarski