If you want to establish a joint-stock company, you must enter it in the Register of Entrepreneurs 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 joint-stock company may be established by one or more persons. A joint-stock company may not be established solely by a single-member limited liability company. Shareholders of a joint-stock company are only obliged to provide the services specified in the articles of association and are not liable for the company's obligations.
Manner of submitting an application
The entry of a joint-stock company in the National Court Register is made on the basis of an application.
The submitted application form should be completed in Polish, legibly, by machine, computer or hand, in capital letters. Application form should be accompanied by:
1.KRS-WA form - branches, local organisational units
2. KRS-WH form - the method of establishment of the entity
3. KRS-WG - share issue
4. KRS-WK form - organs of the entity
5. KRS-WL form - proxies
6. KRS-WM form - subject of activity
7. articles of association and notarial deed covering the establishment of a joint-stock company and declarations on taking up shares
8. proof of payment for shares, confirmed by a bank or an investment company, made for the company's account with the organisation; if the articles of association provide for covering the share capital with non-cash contributions after registration, a statement by all members of the management board that such contributions to the company are ensured in accordance with the provisions of the articles of association before the deadline specified in Article 309 § 3 (i.e. not later than one year after registration of the company) should be attached
9. declaration of all members of the Management Board on making the payments for shares and non-cash contributions required by the Articles of Association
10. a document appointing members of the company's governing bodies
11. in the case of a single-member joint-stock company, the address of the sole shareholder
12. authorisation or proof of approval of the statutes by the competent public authority if they are required for the formation of the company
13. if the company's articles of association provide for a minimum or maximum amount of share capital - statement of the management board on the amount of subscribed share capital (in the form of a notarial deed)
14. proofs of payment of the fees
15. a list containing the name and address for service or the business name and registered office of the members of the bodies 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.
The official forms shall be made available at the seats of the courts and on the website of the Ministry of Justice.
- PLN 500 - court fee for registration
- 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 the 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-Płatności 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
An application for entry of a joint-stock 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. If examination of the application requires a summons to rectify the deficiencies, the application should be examined within 7 days from 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
The court examines the case concerning entry in the register in non-contentious proceedings. 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 partnership in the National Court Register, you must submit additional data (e.g. bank account numbers, information about the special status of the partnerships, the expected number of employees or the place of business and 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 partnership, there are changes requiring notification (e.g. change of seat, change of company, change of composition of the partnership), the application should be submitted no later than within 7 days from the date of the occurrence of this event.