Establishment of a limited liability company

How to establish a limited liability company in Poland.

1. General remarks

Pursuant to article 163 of the Commercial Partnerships and Companies Code (CPCC), the following are required in order to establish a limited liability company:

• conclusion of the company’s Articles of Association,
• contribution by shareholders of the entire share capital and, in case of taking up a share at a price exceeding its nominal value – together with the payment of the excess (agio).
• appointment of the management board,
• constitution of the supervisory board or the audit committee, if it is required by provisions of law or by the articles of association,
• entry in the register of business entities (National Court Register).

Conclusion of the Articles of Association of a limited liability company entails the establishment of a limited liability company “in organization” (art. 161 § 1 CPCC). A limited liability company “in organization” may acquire rights, assume obligations and act as a claimant and defendant before courts. A limited liability company acquires legal personality as of the moment of its registration in the National Court Register (art. 12 CPCC).

A limited liability company may not be established solely by another limited liability company which has only one shareholder (art. 151 § 2 CPCC).

 

2. Articles of Association

 Articles of Association of a limited liability company shall determine at least the following issues (art. 157 CPCC):

• a business name and a place of the registered office of the company,
• a scope of activity of the company,
• an amount of the share capital with the minimum value of 5,000 PLN,
• information whether a shareholder may hold one or more shares,
• number and a nominal value of shares taken up by each of the shareholders,
• duration of the company, if defined.

 The Articles of Association of a limited liability company shall be concluded in a form of a notarial deed except for the Articles of Association concluded via an electronic court system (art. 157¹ CPCC).

In order to conclude the Articles of Association in a form of a notarial deed, the following documents are required:

• identity cards or passports of the signatories,
• a current extract from the commercial register if a shareholder is a legal person,
• a power of attorney for a person representing the shareholder during the conclusion of the Articles of Association, unless a right of that person to represent the shareholder results from relevant provisions of law which that person is subject to. The power of attorney should be prepared in a form of a notarial deed or a form provided by the law applicable in the place where the document has been drawn up.

The document mentioned in point c) has to be affixed with the “apostille” clause pursuant to the Hague Convention of 5^th October, 1961. It refers to the signatory countries of this Convention.

Registration in the National Court Register

In order to commence the company’s business activity, an application to the District Court- Economic Division of the National Court Register territorially competent for the company’s place of the registered office should be submitted within 6 months as of the conclusion of the company’s Articles of Association.

The application shall be submitted on forms available on the website of the Ministry of Justice and it is subject to a court fee. The fact of establishment of the limited liability company shall be announced in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy).

The application to the National Court Register should include the following:

• a business name, a place of the registered office and an address of the company,
• a scope of activity of the company, not more than 10 codes out of the list of classification of business activities in Poland, including one extended code (four figures and one letter) of a prevailing activity,
• an amount of the share capital,
• information whether a shareholder may hold one or more shares,
• indication of the shareholders holding solely or jointly with others at least 10% of the share capital and number and a total value of shares held by such shareholders – the shareholders holding less than 10% of the share capital are not disclosed in the National Court Register,
• indication that a shareholder is a sole shareholder of the company, if there is only one shareholder of the company,
• first names, surnames, and addresses of the members of the Management Board and rules of representation of the company,
• first names and surnames of the members of the supervisory board or the audit committee, if provisions of law or articles of association require the constitution of the supervisory board or the audit committee;
• indication whether the shareholders made in-kind contributions,
• duration of the company, if defined,
• indication of the gazette, if provided for in articles of association as the gazette for announcements of the company,
• information on the date terminating the financial year.

 Attachments to the application to the National Court Register:

• the Articles of Association,
• a representation signed by all members of the Management Board that the contributions to cover the share capital have been made in full by all shareholders,
• a proof of establishing the governing bodies of the company specifying their members in case the Articles of Association does not provide for it,
• a list of shareholders indicating first names, surnames, business names (firms) as well as the number of shares and their nominal value held by each shareholder, signed by all members of the Management Board,
• representations on the appointment acceptance by those members of the Management Board who do not sign an application form for registration or the relevant PoA,
• information on the addresses of the members of Management Board,

 

3. Company’s establishment via electronic court system

The procedure of the establishment of a company via an electronic court system is addressed to those entities which need very basic Articles of Association (electronic statutory template), with no additional provisions (e.g. it is not possible to provide that the Management Board is nominated for an undefined period of time – the precise term of office shall be determined). Please find attached hereto the English translation of the statutory template. The whole procedure is fast – takes approximately 24 hours only. Unfortunately, this procedure is practically inapplicable for foreign investors for technical reasons. Every future shareholder as well as a member of the Management Board of a registered company has to create individually an electronic account on the Ministry of Justice’s website, then fill in and sign several forms in Polish e.g. AoA, a list of shareholders, an application form.

 

4. Notification after registration            

The company should provide the Tax Office with data and documents (e.g. a lease contract) required by tax, social security, and statistic administration within 21 days after its registration.

 

5. Notarial fees
   

The amount of notarial fees for drawing up a notarial deed of the company’s Articles of Association depends on the amount of the share capital of the company, with the maximum of 160 PLN + VAT for a limited liability company with the minimum share capital of 5,000 PLN. If the share capital is higher the notarial fees should rate as follows:

Amount of share capital	Fees
Up to 10,000 PLN	100 PLN + 3% of the surplus above 3,000 PLN
Above 10,000 PLN up to 30,000 PLN	310 PLN + 2% of the surplus above 10,000 PLN
Above 30,000 PLN up to 60,000 PLN	710 PLN + 1% of the surplus above 30,000 PLN
Above 60,000 up to 1,000,000 PLN	1,010 PLN + 0.4% of the surplus above 60,000 PLN
Above 1,000,000 PLN up to 2,000,000 PLN	4,770 PLN + 0.2% of the surplus above 1,000,000 PLN
Above 2,000,000 PLN	6,770 PLN + 0.25% of the surplus above 2,000,000 PLN but generally not more than 10,000 PLN

23% VAT should be added to the above mentioned rates of notarial fees.

 

6. Tax on civil law acts

Considering the conclusion of the Articles of Association of the company the amount of the tax on civil law acts depends on the amount of the share capital of the company being established and amounts to 0.5% of this amount. The tax is calculated by the notary public during drawing up the company’s Articles of Association in a form of a notarial deed and is collected when signing the Articles of Association.

 

7. Registration fee

The fee for application for registration of a newly established company in the register of business entities of National Court Register amounts to 500 PLN. The fee for application for any amendment to the entry amounts to 250 PLN.

 

8. Announcement in Court and Economic Gazette fee
   

The fee for announcement in Monitor Sądowy i Gospodarczy (Court and Commercial Gazette) amounts to 100 PLN.

 

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