Do you want to run a limited liability company? Remember that you must register it in the National Court Register. Below you will learn how to do this.
How to handle a matter
A matter can be hadled:
- by post
What you should know and who can benefit from the service
A limited liability company may be established by one or more persons for any legally permissible purpose, unless the law provides otherwise. For example, a limited liability company may not be formed solely by another single-member limited liability company. Partners of the company are only obliged to provide the services specified in the articles of association, and are not responsible for the company's obligations.
The entry of a limited liability company in the National Court Register is made on the basis of an application. The application for entry should be submitted on the official KRS-W3 form.
Fill in the form in Polish, legibly, by machine, computer or hand, in capital letters. Attach to the application:
- KRS-WA form - branches, local organisational units
- KRS-WE form - partners of a limited liability company subject to entry in the register
- KRS-WH form - the method of establishment of the entity
- KRS-WK form - organs of the entity
- KRS-WL form - proxies
- KRS-WM form - subject of activity
- articles of association
- statement by the Management Board on the contribution of capital
- a document appointing members of the company's governing bodies
- the list of partners
- the surnames, names and addresses of the members of the Management Board
- surname, first name or business name and registered office and address of the sole member (if any)
- proofs of payment of the fees
- a list containing the name and address for service or the business name and registered office of the members of the authorities or persons authorised to appoint the management board
Documents on the basis of which an entry in the National Court Register is made shall be submitted in originals or officially certified copies or extracts. Such documents, which are attached to the application submitted via the telecommunication and IT system, prepared in an electronic form, are provided with a qualified electronic signature or a signature confirmed by a Trusted Profile.
A limited liability company agreement may also be concluded with the use of a template agreement in an ICT system (System S24). In such a case, the application for entry into the National Court Register shall be submitted on a form made available in the IT system accessible via the website of the Ministry of Justice. Concluding a limited liability company agreement using a template agreement requires filling in a contract form available in the ICT system and affixing a qualified electronic signature or a signature confirmed with a Trusted Profile. Electronic registration is cheaper (lower registration fee and no costs for drawing up an agreement by a notary public) and faster (the company is registered within one day), however, it should be remembered that in this mode of company registration, there is a requirement to contribute share capital only in cash. More information about the electronic procedure of registration of a limited liability company can be found in the article "Registration of a limited liability company via the Internet".
An application for entry in the Register of a company whose contract was concluded with the use of a model contract made available in the IT system, submitted electronically and not paid, shall have no legal effect.
If your application is returned ((e.g. due to non-payment), you can resubmit it within 7 days from the date of receipt of the Refund Order. If you resubmit an application that has no deficiencies, the court will consider the first application to be correct and all deadlines will be counted from that date. If the same application is returned again, this rule will not apply unless the return is due to deficiencies not previously indicated.
The official forms can be found at the seats of the courts and on the website of the Ministry of Justice.
- When you register a company traditionally (on paper)
PLN 500 - court fee for entry
PLN 100 - fee for announcing the entry in Court and Economic Monitor
- When you register a company online (in the S24 system)
PLN 500 - court fee for entry
PLN 100 - fee for announcing the entry in Monitor Sądowy i Gospodarczy (Court and Economic Monitor)
You can pay the court fee and the fee for announcing the entry in Court and Economic Monitor:
If you want to pay non-cash, you can either transfer money to the court account (see court account numbers), or use the e-Płatnosci (e-Payments) system to make a transfer from your bank account, pay by credit card or payment card.
Court having jurisdiction to examine the application
Documents should be submitted to the district court (commercial court) competent for the place of residence or seat of the entity applying for entry.
Where you can handle the matter
The service can be handled at:
How long will you wait
A application to enter a limited liability company in the National Court Register shall be examined by the registry court no later than within 7 days from the date of its receipt by the court. The application for entry of a company whose contract was concluded with the use of a model contract made available in the IT system shall be recognized by the registry court within 1 day from the date of its receipt. If examination of the application requires a summons to rectify the deficiencies, the application should be examined within 7 days of their rectification by the applicant. If examination of the application requires listening to the participants of the proceedings or conducting a hearing, the application should be examined no later than within one month.
How can you appeal
If, as a result of the proceedings, it is decided not to make an entry in the register, the party will have the right to appeal. The appeal is lodged with the district court via the court that issued the decision within two weeks of its delivery (together with a justification).
It is good to know
Remember that in addition to the registration of the company in the National Court Register itself, you must submit additional data (e.g. bank account numbers, information on the special status of the companies, the expected number of employees or place of business, as well as contact details) to:
- Social Insurance Institution (within 7 days of starting business)
- Central Tax Office and tax office (within 21 days of registration in the National Court Register)
You will report it using the NIP-8 form.
If, after the registration of the company, there are changes requiring notification (e.g. change of seat, change of company), the application should be submitted no later than within 7 days from the date of the occurrence of this event.