Registration of a joint-stock company with the National Court Register

If you want to set up a joint-stock company, you must first enter it in the Register of Businesses in the National Court Register. Read below to find out more about this procedure.

How to proceed

What you should know and who can use this service

A joint-stock company is a commercial company with legal personality, which can be established by one or more persons. A joint stock company may not be established solely by a single-member limited liability company. 

Read about the key characteristics of a joint-stock company.

A joint-stock company is entered in the National Court Register based on an application submitted together with required attachments.

Where to submit an application to register a joint-stock company

Effective from 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.

Through the Court Registers Portal you may not set up a partnership or a company online. Through the Court Registers Portal you may register a partnership or a company with the National Court Register whose agreement or articles of association were already signed by the partners or shareholders. 

Please note! An online registration procedure means that any official documents from the entrepreneur to the court and those from the court to the entrepreneur are sent through the ICT system – you cannot opt out of electronic service of documents.

How to submit an application

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

Read the instructions on the registration of a user account in the Court Registers Portal.

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

Who can prepare and sign the application in the Court Registers Portal

The application through the Court Registers Portal 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 may be signed only by:

• the management board – all members, or
• legal representative (lawyer or legal counsel) appointed independently by the management board.

If the application is prepared by a person other than a member of the management board or a legal representative, then such person must use the option of making the application available for signature to allow the authorised person to sign the application.

The application must include:

• the company’s business name, registered office and address or address for service
• the objects of the company
• the amount of the share capital, number and nominal value of shares
• the amount of the authorised capital if the articles of association so provide
• number of preferred shares and type of preference
• determination what portion of the share capital was subscribed for before registration
• the surnames and forenames of management board members and the manner of the company’s representation
• the surnames and forenames of supervisory board members
• if the shareholders make contributions in kind – an indication of such circumstances
• duration of the company, if specified
• if the articles of association indicate a gazette intended for announcements of the company – the designation of such gazette
• if the articles of association provide for the granting of personal rights to certain shareholders or titles of participation in the company’s income or assets not resulting from the shares – an indication of such circumstances.

Documents to be attached to the application

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

Attach the following documents to the application:

• a statement by all members of the management board that they have made the contributions for shares and in-kind contributions as required by the articles of association
• a proof of payment for shares, confirmed by a bank or an investment company, made to the account of the company in organization (spółka w organizacji)
• if the articles of association provide for covering the share capital with non-cash contributions after the company’s registration, a statement by all members of the management board must be included stating that the payment of these contributions to the company is made in accordance with the provisions of the articles of association; however, no later than one year after the registration of the company
• a list including the surname and forename and address for service or the business name or name and registered office of the members of the governing bodies or persons entitled to appoint the management board
• in the case of a one-person joint-stock company – the forename, surname or business name together with the address for service of the sole shareholder
• list of addresses for service of persons representing the company and holders of the commercial power of attorney, if any
• a document confirming the appointment of members of the company’s governing bodies if this information is not provided in the notarial deed containing the company’s articles of association
• an authorisation or proof of approval of the articles of association by the competent public authority if required for the establishment of the company
• if the company’s articles of association provide for a minimum or maximum amount of share capital – a statement of the management board on the amount of the subscribed share capital made in the form of a notarial deed
• a statement of the persons representing the entity and holders of the commercial power of attorney, if any, including a consent to their appointment
• a power of attorney together with the proof of payment of the fee for the power of attorney if the application is submitted by the attorney.

 Each attachment should be added as a separate file. 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 attorney (lawyer or legal counsel)

Please note! If a document to be submitted together with the application for registration of the company to the National Court Register was made in the form of 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 the registration of the company with the National Court Register must be signed by all members of the company’s management board.

Cost of registering a company

The fee is paid through the PRS system, via the e-Payments system. You can also make the payment from your bank account, with a credit card, a debit card or BLIK. 

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 an attorney)

If you file a power of attorney with a public office, you must pay stamp duty. However, powers of attorney granted to your husband, wife, children, parents, grandparents, grandchildren or siblings are free of charge.

Where to pay the fee: stamp duty for the power of attorney must be paid to the account of the town/city council competent for the registered office of the court with which you file the power of attorney. The account number is available at the website of the town/city council. For instance, if you file the power of attorney with the District Court in Olsztyn, then you must pay the fee to the account of the Olsztyn city council.

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 with the regional court, through the court which issued the decision. You must lodge the appeal within 2 weeks from receipt of the decision (together with the reasons).

Good to know

Supplementary data to be submitted

Please note that apart from the application to register a company with 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.

See also:

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

Tax on civil law transactions (PCC)

Once the articles of association are signed, you must: 

• submit to the head of the tax office competent for the company’s registered office the PCC-3 return, signed by the company’s management board, 
• calculate the tax yourself and pay it within 14 days of the conclusion of the articles of association. 

The taxable amount is the value of the share capital less the cost of registration with the National Court Register and publication in the Official Court and Economic Gazette (the handling fee is not deductible). The PCC tax rate on the articles of association is 0.5%.

Change of data

If after the company is registered, there is a change in the data that needs to be disclosed, 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 occurred.