Provisions of the Commercial Companies Code provides for the possibility to register a limited liability company in a simplified manner (so-called S24), i.e. the conclusion of the company agreement without a form of notarial act.
Procedure for registration of limited liability companies using the standard template of contract (S 24) is available on the website of the Ministry of Justice.
Requests for setting up a company under S24 mode are dealt with by the departments of the National Court Register on working days during working hours of the courts.
In the case of limited liability company, the agreement of which was concluded using a standard contract, to cover the share capital only cash contributions are made. If the contribution to a company is to be a non-cash contribution, the registration is done in a traditional manner, i.e. signing a notary act.
Covering nitial capital shall take place no later than within seven days from the date of its entry in the register.
In accordance with the Commercial Companies Code, the share capital of the company shall be at least PLN 5000, and the nominal value of shares may not be lower than PLN 50.
The registration process step-by-step:
1. Registration of users in the eMS system
It is possible to use the system for both Polish nationals and foreigners. Only the registered person may login to the EMS system using login and password.
During the registration process in a S24 mode each person signing the application (each of the partners) must have active account on the eMS system.
2. Preparing the necessary data to register a company
- the registered name of company (box in the form called ‘name of the company'),
- contact details of company (there is a possibility to indicate the website address and e-mail address of registered company — after the registration the data are visible in the National Court Register (KRS),
- the competent registry court at the seat of the company (select from a drop-down list),
- the list of shareholders, members of management bodies of company and branches of the company (if applicable)
3. The entry of data into the application form in the system
- filling in the forms and documents with necessary data related to the company registration, filing in the application for entry in the National Court Register (KRS),
- the company's registered activities should be defined by selecting the appropriate PKD codes
4. Generating documents and request
Prior to signing, each generated document appearing on the list can be viewed and its content verified. At this stage, if any errors are detected, there is a possibility to make amendments.
5. Signing documents by means of an electronic signature
Signed documents must be downloaded from the system and saved on your computer.
Where the application is submitted by the legal representative, signing documents will automatically be extended to additional statements and documents, which shall be signed by the representative.
6. Payment for application via the eCard system
Costs (in 2015):
- entry in the National Court Register — court fee (250 PLN),
- fee for the declaration of first entry in the Court and Economic Monitor (PLN 100),
- eCard handling fee (PLN 14,40).
7. Submission of the registration documents of the company at the Registry Court
At this stage, an application is sent to the competent court with territorial jurisdiction to hear it. Applications for registration of limited liability companies submitted via the eMS are dealt with by the departments of the National Court Register on working days during working hours of the courts.
If you need more help with registration of your company in S24 system, go to a website of Support centre of S24 system. You an find there a guide (user documetation), telephone numbers and email address, where you can get support.
Steps after obtaining the entry in the State Court Register (KRS).
The Board of Directors, within seven days from the date of entry in the register, submits to the registry court a statement of all members of the Board of Directors that the contributions in cash to cover initial capital have been paid in full by the shareholders, if such a statement was not included in the report of the company. Submission of a statement is subject to a court charge 40 PLN.
The tax on civil-law transactions (PCC) – duly completed PCC-3 declaration must be submitted, the tax calculated and its payments made within 14 days from the day of the conclusion of the company agreement. The tax base is the value of the capital minus the cost of the entry in the register of the National Court Register and announcement in Court and Economic Monitor ( eCard handling fee is not deductible). The tax rate from the company agreement is 0.5 %.
In e-registration (S 24) since 1 December, 2014 a single-window principle has been applicable. The discontinuation of the requirement for separate applications to the Statistical Office for entry or modification of an entry in the REGON register, notification to the Social Insurance Institution of a contribution payer or modification within the meaning of the rules on the social insurance system, identification or updating notification to the tax office. The obligation to submit an additional copy of the Articles of Association and the document attesting to the right to use an apartment or property was abolished. This was made possible after the complete integration of the IT system of the National Court Register (KRS) with Central Register of Entities - National Register of Taxpayers (CRP-KEP). As a result of these operations, the relevant data are transferred between the systems automatically. The data which are submitted to the court together with the application for entry in the National Court Register (KRS), are submitted also to relevant official registers. Importantly, the data from registration shall be transmitted automatically to CRP-KEP (first entry into the register), as well as all the changes made in the National Court Register.
NIP- 8 declaration must be lodged within 21 days from the date of the entry in the National Court Register (KRS) or within 7 days if the enrepreneur intends to pay social security contributions.
Remember also that taxable persons, for at least 7 days prior to the first VAT transaction must apply for VAT registration as a VAT taxable person before they start to supply goods or provide services. This shall be done by submitting a VAT-R registration document in the relevant tax office..
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