The entry into force on 15 January, 2015 of some of the provisions of the Act of 28 November 2014 amending the act - Commercial Companies Code and other acts means for entrepreneurs less bureaucracy related to existing requirements concerning setting up and functioning of commercial companies.
Amendment of the Commercial Companies Code (hereinafter: CCC) enabled entrepreneurs, as in the case of incorporation and registration of limited liability companies (so-called mode S24), to carry out registration of registered partnership and limited partnership online, using a standard template contract. Changes allow, in addition to existing traditional forms, using the electronic system made available by the Ministry of Justice. Prior to amendment of CCC provisions required that a company contract must be concluded in writing, otherwise it shall be invalid (Article 23 CCC), whereas the limited partnership agreement should be concluded in the form of a notarial deed (Art. 106 CCC). Currently, these requirements have been abolished.
How to set up a partnership online
Conclusion of the agreement both of registered partnership and limited partnership using standard template contract requires the fulfilment of the contract form made available in electronic system at https://ems.ms.gov.pl/, and that agreement should have a secure electronic signature verified by means of a valid qualified certificate or signature confirmed by ePUAP trusted profile.
The user (or users) signing documents or request must have established and active account in the system (the system requires from each of the signatories login and password on the form of the submitted request). Registered partnership and limited partnership agreement is concluded after the entry to the computerised system of all the data required for its conclusion and after shareholders sign it by means of electronic signatures.
You should keep in mind that there is a restriction on the possibility of registering a registered partnership online.
When you cannot register a registered partnership via the Internet
The amendments which entered into force at the beginning of 2015, do not apply to registered partnerships formed by the transformation of the civil-law partnership into a registered partnership (i.e. registered partnerships set up on the basis of Article 26 § 4 of the CCC). In this case, conversion requires notification to the registry court by all in traditional form.
Restrictions relating to the application of the template contract of company
It should be borne in mind that registration using a template contract is a simplified form (possibility of choice only under the entries). The form gives a certain margin of choice, however, on the assumption that they are typical (described in the CCC) solutions.
When registering a company online, contribution may only be made in cash. In the case of registered partnership in accordance with existing online model there can only be two-person representation, i.e. two shareholders or a shareholder together with a proxy.
Modifications from 1 April 2016
From 1 April, 2016 it is be possible not only to register company online, but also make changes (for instance appointing a proxy) in case of registered partnerships, limited partnerships and limited liability companies, which will be created using the template available on the computer system of the Ministry of Justice. Applying the model of resolution, modifications to the Articles of Association will be possible. Here you can find out more.Share Print