Registration of a European company in the National Court Register

If you want to set up a European Company, you must first enter it in the register of entrepreneurs in the National Court Register (KRS). Read below to find out more about this procedure.

How to proceed

What you should know and who can use this service

A European company is a supra-national form of a public limited liability company (joint stock company), governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees.

In Polish law, this legal form is governed by the Act of 4 March 2005 on the European Economic Interest Grouping and the European Company.

A business registered as a European company is automatically recognised in all EU Member States. Within the EU, a European company uses the abbreviation SE.

A European company is a European form of a public limited liability company (joint stock company), with the following characteristic features:

• legal personality
• share capital divided into shares
• its shareholders are not liable for the company's obligations
• corporate structure of the company's bodies
• multi-layer catalogue of sources of legal regulations to which the SE is subject
• participation of companies from various EU Member States or companies operating in more than one country
• the registered office of the European company must be located within the territory of the European Union, in the same Member State in which its main management board is located
• the share capital is expressed in EUR and its minimum value is EUR 120,000
• the possibility of keeping the company's accounts in EUR.

How to set up a European company (SE)

A European company may formed by means of:

• merger of at least two companies from different EU Member States
• conversion of existing companies operating in the EU into a European company
• setting up a holding European company by private limited liability companies or joint stock companies
• taking up shares in the European company
• setting up a European company by an already existing European company.

Entities which set up a European company must:

• be formed in accordance with national legislation of one of the EU Member States
• have their registered office in one of the EU Member States.

Statute of the European company

A European company is set up based on a statute drawn up in the form of a notarial deed. Such statute must include:

• name and registered office of the company
• the scope of the company's business activity
• duration of the company (definite of indefinite)
• the amount of the share capital, expressed in EUR - no less than EUR 120,000
• the number and nominal value of shares
• business names of the founders (shareholders)
• the number of members in the management board and in the supervisory board or administrative body.

Company bodies and representation

In the company's statute, shareholders may choose one from two available types of company management:

• one-tier system
• two-tier system.

In the one-tier system, the company is managed by an administrative body, appointed by the general meeting of shareholders. The administrative body must consist of at least three members, and if the company is a publicly traded company - of at least five members. The administrative body is responsible for all actions necessary to manage the company and its affairs, represent the company in relations with any third parties and to control its operations.

In the two-tier system, the company is managed by a management body and a supervisory board, appointed by the general meeting of shareholders. The management board manages the affairs of the company and represents it in relations with any third parties, and the supervisory board controls all areas of the company's operations.

Where to file the application to register a European company

A European company must be registered in the country where its registered office is located, in a relevant register of the EU Member State. In Poland, this will be the register of entrepreneurs, part of the National Court Register (KRS).

Since 1 July 2021, the applications may be submitted in electronic form only, through the Court Registers Portal. Applications submitted in paper will not be processed by the registry court.

Please note! An online registration procedure means that any official letters from the entrepreneur to the court, and those from the court to the entrepreneur, are sent through the ICT system - you may not choose to opt out of electronic service of documents.

How to apply

To register a company through the Court Registers Portal (PRS), first you must create a user account.

Read how to create a user account in the Court Registers Portal (in Polish only).

After logging in to your account, you may start filling in your application - choose the correct legal form, that is a European company (spółka europejska), and find the relevant application.

Who can prepare and sign the application in the PRS portal

The application for registration to be submitted through the Court Registers Portal (PRS) may be prepared by any person having an account in the portal. This doesn't have to be a shareholder or the company's legal representative.

When the application to register a company is ready, it must be signed by:

• all members of the management board - for a company with a two-tier system
• all members of the administrative body - for a company with a one-tier system
• the company's legal representative for registration - in the case of both management systems.

Documents to be attached to the application

When submitting your application, you need to attach the required documents in the form of electronic attachments.

Please read the instructions on attachments to e-forms in the National Court Register (in Polish only).

Attach the following documents to the application:

• a statement from the management board or the administrative body on the contribution of the share capital
• a document on the appointment of the members of the company corporate bodies
• a statement from the members of the company corporate bodies and holders of a commercial power of attorney (proxies, if appointed) on their consent to the appointment
• other documents, such as a power of attorney with a proof of payment of the relevant fee
• an agreement on arrangements for employee involvement or a decision of the special negotiating body not to open negotiations or to terminate negotiations already opened
• other documents specified by the Act of 4 March 2005 on the European Economic Interest Grouping and the European Company.

Each attachment should be added as a separate file. Also, please remember about the following rules:

• if the document (attachment) is in electronic form, it should be signed with a qualified signature, trusted signature or with your personal signature (e-identity card) before its submission. You can also sign a document by adding a file with a separate signature
• if the document (attachment) is in paper form, you need to attach the following to the application:
  • electronic copies of the documents certified by the notary - if the application is signed by a shareholder
  • a scan or photo of the document - if the application is signed by a shareholder and the original documents or their copies certified by the notary will be sent to the court within 3 days from the date of submitting the application
  • a scan or photo of the document - if the application is signed by a professional legal representative (lawyer or legal counsel).

Please note! If any of the documents to be submitted together with the application is a notarial deed, you do not need to attach a file with this document. For those documents, you need to only state the number (identifier) of the notarial deed in the Central Register of Electronic Copies of Notarial Deeds (CREWAN).

If you fail to attach the required documents, the court will return your application without a request to supplement the missing elements.

How to appoint a legal representative

A power of attorney for registration of a company in the National Court Register must be signed by all members of the body representing the company.

Read more about the legal representative for registration of a company in the National Court Register (in Polish only).

Cost of registering a company

• PLN 500 - court fee for the entry in the register
• PLN 100 - fee for the publication of the entry in the Official Court and Economic Gazette (Monitor Sądowy i Gospodarczy)
• PLN 17 - stamp duty for the power of attorney (only if the application is submitted by a representative)

In the PRS system, the fee for the application is paid through e-Payments. You can also make the payment from your bank account, with a credit card, a debit card and BLIK.

Please read the instructions on payment of fees for applications in the e-forms application of the National Court Register through e-Payments (in Polish only).

Please note! The information on the registration of a European company must be announced in the Official Court and Economic Gazette (Monitor Sądowy i Gospodarczy) and in the Official Journal of the European Union.

Where you can complete this procedure

You can complete this procedure at:

• District Court

How long you will have to wait

How can you appeal

If the procedure ends in a decision refusing to make the entry in the National Court Register, you may appeal against it.

If the decision in your case was issued by a court clerk, you can lodge a complaint which will be considered by the judge of the district court. The decision of the judge on the complaint against the decision of the court clerk ends the first instance procedure and the appeal procedure may be initiated.

If the decision in your case was issued by a judge, you can lodge an appeal to the regional court, through the court which issued the decision. You must lodge the complaint within 2 weeks from receipt of the decision (together with the justification).

Good to know

Supplementary data to be submitted

Please note that apart from the application to register a company in the National Court Register, you must also inform the authorities about:

• supplementary data of which the tax office should be notified, such as bank account numbers, information on the special status of the company, the expected number of employees or the place of business activity, as well as the contact details. Such notification must be made through the NIP-8 form. You must submit the NIP-8 form within:
  • 21 days from the date of the entry of the company in the National Court Register
  • 7 days from the start date of the business activity - if you plan to pay social security contributions
• a beneficial owner - information to be submitted to the Central Register of Beneficial Owners (CRBR). This notification must be made within 7 days from the date of the entry of the company in the National Court Register.

More information:

• how to notify of about supplementary data
• how to notify of a beneficial owner (in Polish only).

Income tax and VAT

A European company is subject to taxation according to the regulations of the country of the company's registered office. If the company's registered office is located in Poland, the company will be subject to corporate income tax (CIT).

If the company earns income in other EU Member States, such income may be also subject to taxation. This is governed by the double taxation agreements signed by Poland with other countries.

A European company is a VAT payer.

More information:

• how to register as a VAT payer
• more on corporate income tax (CIT)

Accounting

Regulations on financial statements relevant for joint stock companies apply, as specified in national legislation of the country of the company's registered office. In Poland, this includes the requirement to keep accounts under a full accounting system and to audit financial statements. The financial statements may be prepared in EUR.

See also:

• how to register with the Social Insurance Institution (ZUS)

Change of data

If after the company is registered, there is a change in the data that needs to be notified, such as the change in the registered address or in the business name, an application to make a relevant change should be submitted no later than within 7 days from the date when the change has occurred.