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COMPANY REGISTRATION IN POLAND
Our team specialize on company registration in Poland for many years. We understand that specialyzing in one area is a key to the most quilified services that is why we are dealing with one area and dealing perfect.
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COMPANY REGISTRATION IN POLAND
Limited Liability Company or Spółka z ograniczoną odpowiedzialnością is a commercial company with a right as legal entity.
The main features company in Poland:
– Can be established with any legal purpose;
– Can be established by one founder or several founders;
– Cannot be established exclusively by another individual-established Limited Liability Company;
– Founders may be as individuals, as legal entities regardless of citizenship and residence;
– Legal form company satisfies founders who wish to maintain direct supervision of company`s cases and limits the risk only by own deposit;
– By the time of formation of the company, it is necessary to contribute the authorized capital of at least 5 thousand zlotys.
Formation and company registration in Poland
Company registration in Poland may be done by one founder or several founders.
Conditionally it is possible to distinguish the following steps of company registration in Poland:
Founding act or agreement of company
We emphasize one more time that founding act concludes in case if founder of company is only one, if more — must be concluded founding agreement.
In founding agreement or act of company must be mentioned the following information:
1) The name of the company and its location;
2) Subject of the company`s activity;
3) Amount of an authorized capital of company;
4) Definition of a share and nominal value each of founders;
5) Duration of activity of company.
Mandatory element of each founding agreement or founding act of company is definition of a subject of the company`s activity which is method of reaching a goal for which company was established by agreement of founders. Changing of subject of the company`s activity during its existence requires agreement by meetings of participants of company which expressed is decision made by the majority of ¾ votes. Agreement must be notarized.
Registration in Social insurance institution (ZUS) and insurance application in process of company registration in Poland
While company registration in Poland will automatically registered in authorities of social institutions as payer. Forwarding additional documents to ZUS is not necessary.
Person who start entrepreneurial activity as a founder of company obliged to register as a payer of insurance premiums (at least medical insurance) at ZUS in 7 days after registration. Founder of such company is the payer of the premium for own insurance that why he obliged to prepare and apply to ZUS relevant statement, namely:
– The contributor enters data into the ZUS ZFA form, in which he enters his own identify data, means PESEL number and NIP, or NIP, REGON and PESEL (if partner also conducts a separate economic activity different from a company`s).
Order of company registration in Poland
There are two methods of company registration in Poland exist: online using the portal S24 and using the notary`s services. Before we will analyse each registration method step by step below, necessary to say that for foreigners who wish to carry out economic activities in Poland mostly available company registration using notary`s services.
Company registration in Poland using notary`s service
For company registration in Poland using notary`s service, need to apply to him project of founding agreement, which notary set out in the form of a notarial deed. Then founding agreement with another documents together forward on registration to KRS.
Therefore, before company registration in Court register necessary to prepare next package of the documents:
1. Founding agreement (Regulations) with notarised signature of founder.
2. Statement from all of founders that their shares was fully contributing by them.
3. Confirmation about appointment of board members if it is not mentioned in Regulations.
4. List of founders indicating the quantity and nominal value of shares each of them.
5. Surnames, names and addresses of board members of company.
6. Name and location of company in case if founder is only one mention his address too.
7. Statement of consent of persons, who authorized to represent a legal entity.
For registration of company in National Court Register (KRS) necessary to pay the fee 500 zlotyh, also 100 zlotyh for publication announcement about registration in «Economic monitor». Notary fee need to pay separately.
After company registration in Poland it is necessary to:
– Open a bank account, presenting an extract from KRS and passport of company`s founder;
– In 7 days from the moment of company registration in Poland submit the information about ultimate beneficial owners of company;
– In 21 days fill and submit to the tax office form NIP-8 with information about new taxpayer, information about bank account and accountant of company;
– To register as a VAT payer if company will be engaged in trade or delivery of goods.
The board of company
Therefore, executive body which authorized to represent and conduct businesses of company is the board. Partners and third parties may comprise.
Board members are appointed by decision on fixed term but not less than 1 year or indefinite term. Appointment a person to the board of company happens based on consent of this person. Appointment of an individual needs informing of National Court Register in 7 days from the date of their appointment.
The board carries out all activities in the external sphere of the company. Herewith, the board is body to which competence included all decisions which not included to competence of all another bodies. Acts done by board are the acts of company itself and directly effect on it.
Order of representative of company by board may be defined in the founding agreement (Regulations of the company). In the founding agreement shareholders may decide to represent members of board by themselves or implement joint representation, for example by two members of board or member of board by commercial power of attorney.
The right to represent the company do not provided directly to partners of company. But founders can represent company personally on the basis of a power of attorney given by the board. Decision about creating commercial power of attorney in company makes all members of the board.
The board of company may be single made or collective. The composition of the board can be determined by the founders in Regulations with mentioning number of members in the board or minimal or maximum number of board members.
A supervisory board or an audit commission
Сontrol functions in company carry out by a supervisory board or an audit commission. Supervisory board appoints to providing constant company`s activity supervision at that time an audit commission is a body which operates periodically and mainly evaluates reports and propositions of the board about profit sharing or loss coverage.
At least three persons must be inside of the composition of the supervisory board, but final decision regarding number of persons inside of this body is up to partners. Persons who appointed to supervisory board may be partners or not to be partners of company. Members of the supervisory board choose by decision of founders.
Taxes and accounting in company
Company is a payer of commercial tax CIT. Company pays income tax, which it get in particular tax year. Moreover, members (partners) of company pay tax 19% for payed to them dividends and other incomes (for example, income from share buybacks inside of company).
Moreover, company is a VAT payer and obliged keep full accounting records.
Company prepares financial statements in the end of each financial year. Financial statement may be verify by certified auditor. The audit covers the financial statements of the company which continue its activity and which was in previous year on which was made financial statement if they meet at least two conditions:
– The total assets of the balance sheet at the end of the financial year were the equivalent in Polish currency of at least 2,500,000 EUR;
– Net income from the sale of goods and products and financial operations for financial year was the equivalent in Polish currency of at least EUR 5,000,000.
– There are at least 50 full-time employees in company.
Name of the company
Name of the company choosing by founders arbitrarily but must contain additional denomination “Limited Liability Company”. Permissible also using abbreviation „sp. z o. o.” або „spółka z o. o.” in name of the company.
Moreover, name of the company may contain elements, which indicate the subject of the company`s activity (for example, meat processing factory), location of the company or another terms, even fabled.
Name of the company must be significantly different from others companies on the market so that could be individualized in the course of its activity.
We note! Enterprise in meaning name of company cannot mislead in particular about person of entrepreneur, subject of company`s activity and location of its activity.
Authorized capital of company
One more structural element of company is existence of authorized capital.
Authorized capital of company cannot be less than 5000 zlotyh, contributing of deposit less then 50 zlotyh is unacceptable.
Authorized capital covers by founders in in the form of monetary or material contributions and shares are divided by equal or unequal nominal value. In process of establishing a company, as a rule, before all, determining the amount of the contributions which founders undertakes to deposit to cover their shares and then define amount of authorized capital as an amount of nominal values of shares.
Next stage of company registration in Poland is contributing of deposits of founders to whole authorized capital of company. In case if shares are in cash, they deposits by depositing cash to the cash register of the enterprise or by transfer to the company’s bank account. Making material contributions to the company is associated with the transfer of ownership of them to the company.
Company registration in Poland through the portal S24
For online company registration in Poland necessary to have digital signature or trusted profile ePUAP.
1. Need to make registration on the Ministry of Justice of Poland web-portal https://ekrs.ms.gov.pl/ and go to section «S24 – rejestracja spółki». After that necessary swipe to the end of the page and in left bottom corner see exergue «utworz konto» (to create an account), need to click it. On the page which will open enter actual e-mail and password, check the box and confirm that all data is correct and click forward. Will open the form with entered before data and two profile confirmation buttons to choose — using digital signature or trusted profile ePUAP. You ought to choose your variant.
2. Need to enter your data. You shall enter to the profile as registered user for this. Choosing from offered by system list the Court by territorial principle of company`s location. After that you fill another fields of registration apart you indicate code of company activity. You can read the list of codes at this link https://www.biznes.gov.pl/pl/tabela-pkd. After filling all data check their correctness, in case of finding mistakes make adjustments. Documents which adding in process of company registration in Poland must be signed by digital signature or using trusted profile by each member of company.
3. Before sending documents for registration system S24 will offer you to pay online all necessary taxes: for registration in KRS (500 zlotyh) and for publication announcement about registration in «Economic monitor» (100 zlotyh). After confirmation of payment will appear possibility to forward documents for consideration by the appropriate court which will review them in working time.
4. Receiving data, KRS automatically forward them to tax office, insurance service and other authorities, processing an assignment of Tax Identification Number, registration in ZUS, GUS.
But after performance of all actions, company registration in Poland cannot be considered as finished.
First of all, in 7 days after company registration in Poland it is necessary to forward documents from all members of the board about full contributing of their shares to authorized capital of company to the Court, if this information has been not given before in process of company registration in Poland.
Secondly, in 14 days from the moment of company registration in Poland necessary to pay tax for registration of a civil legal act.
Thirdly, in 21 day fill and forward to tax office form NIP-8 with information about new taxpayer.
Fourthly, before signing first contract of company necessary to sign an agreement with an accountant, open a bank account. If company will be engaged in trade or delivery of goods so necessary in 7 days before first contract to register as a VAT payer.
So only after completing all the above actions company may carry out its economic activities in Poland.
Management bodies of company
Three types of management bodies can be distinguished in company, namely:
– The general meeting of the founders (the decisive legislative body of the company, which is the highest body of the company);
– Executive body of the company (the board);
– Bodies of an audit or control nature – a supervisory board or an audit commission.
Management bodies which must be created in company include the general meeting of the founders and executive body (the board). Regarding creation supervisory board or an audit commission this decision is up to general meeting of the founders of company.
Obligation to create supervisory board or an audit commission arise only in case if authorized capital is more than 500 thousands zlotyh and the company, at the same time, has more than 25 members (partners).
The general meeting of the founders
As stated above, the general meeting of the founders is a higher management body of company and in order for their decision to be valid, it is necessary to obtain the consent of all the founders of the company. Each member (partner) has a right to take a part in general meeting of the founders and right to vote and making decisions. Possibility of partners to depend on managing of company by making decisions is personal element of company.
Liability of company members
Company liable for its obligations by all its property. Founders of company have limited liability within the value of their contributions. company members are not responsible for company obligations by all their property. If it is impossible to foreclosure of the company’s property, members of the board are jointly and severally liable for the obligations of the company. Liability of members of thee board for obligations of the company in case of in case of ineffectiveness of foreclosing of company`s property applies only to persons officially appointed to the board.
For company obligations which relates with organization of its activity there is severally liability of the company and board or person who was represent and act on its behalf.
Founder of company also responsible for untimely payment of the entire amount of the contribution to the authorized capital of the company. Founders are released from liability for company obligations which relates with organization of its activity only in case if he already made full contribution which defined by the Regulations. But in case member (partner) is also representative of company, for example he is member of the board so he has severally liability with company according to the performed function.
Liquidation of company
Liquidation of company is that members of company are no longer bound by the common purpose of managing the partnership. After decision about liquidation of company, the goal of founders shall be completion and summarizing the activities carried out and settling the profits and losses incurred by the company.