HOW TO AVOID ERRORS IN THE REGISTRATION OF THE COMPANY IN S24 SYSTEM?

The online registration of a company requires attention and focus when filling in the electronic forms.  Simple user errors are the most common reason for returning the registration applications. When filling in the forms make sure that data entered are correct.  Check what you need to pay particular attention to so as to avoid the most frequent errors.

 

The most common errors in setting up a limited liability company in the S24 system

  • Name of the company already appears in the register or is misleading

Name of your company may not be misleading as to the object of its activity. Some names, such as ‘bank' are restricted and cannot be used, if the company does not carry out this type of activity.  The court may also reject an application if the name of your company is confusingly similar to competition, that is to say, entities already active on the same market (geographically ).   How to check if the name you invented belongs to another entity?  Type it in your Internet browser.  You can also check KRS or CEIDG database. You can find out more on the name in the article The name of economic activity.

 

  • Wrong division of the National Court Register

The application for the registration of a company in the National Court Register competent for the seat of the company, e.g. for a company established in Malbork the District Court is in Gdańsk.  Check whether you have chosen the court competent for the address of the company that you have indicated.  Jurisdiction of the court can be checked here.

 

  • Error in the name of a company or branch

Make sure that the field in which you enter name of your company (e.g. Polana) not to include unnecessarily its legal form which you select in a separate box.  If the company has branches, the name must include the words: "[name of the company] Branch in [place]'.

 

  • Error in the personal data of a shareholder or a member of the Board

When entering the personal data of shareholders and members of the Board make sure they have no errors.  Pay special attention to addresses and, in the case of legal persons - their registration numbers.

In case of natural persons with two names, remember to enter the second name.

 

  • Late submission of application

Make sure you keep time limits!  Please note that the time from the conclusion of the contract in S24 system to sending an application shall not exceed 7 days.

 

  • A partnership agreement concluded in breach of the rules on the representation of a company

When signing the agreement in S24 system, account must be taken of the rules of representation (e.g. if you are as an individual a member of a company and, at the same time, a Member of the board of another company, you can no longer represent it when concluding contracts).  

 

  • Incorrect date of drawing up the contract specified in the form

Please note that the date of the conclusion of the contract is determined by the date of the last signature on the contract.

  • Invalid or incorrect power of attorney

The Internet application lodged by a representative shall not be accompanied by a power of attorney, the representative shall relied on it.  If the basis for power of attorney is acting as a partner, for example representing a commercial partnership, he should define how to represent the company.  An application may also be submitted by the legal adviser or a representative (lawyer) or a person uder a mandate contract. In the latter case, a contract of mandate must be attached (contract must not be limited to assistance for company registration).  The representative shall submit a statement indicating the fact of ganting power of attorney indicating the entity that provided it, the person or persons providing power of attorney as representives of the entity if the authorisation does not apply to acting on behalf of a natural person, the date of granting power of attorney, its scope.  Statement of the representative is attached to the document to which it relates.

Read more about the power of attorney.

 

  • Member of Management Board in the criminal record

Before the registration check if none of the Board members is recorded in the National Criminal Register.  You can check it online or in a traditional way by submitting the application.  Read more on the websites of the Ministry of Justice

 

  • Lack of additional documentation from a foreign company - shareholder

 

If the shareholder is a foreign entity, other than a natural person, he must have a current extract from the State Court Register, together with an apostille (read more) and sworn translations of extracts from the court register, together with an apostille.  The document must include who is authorised to represent him.  Where a capital company is set up by a representative, then power of attorney has to be provided in the form of a notarial deed.  Importantly, if the rules or any other document (e.g. statute) is subject to a further authorisation for establishment of a company, there will be a need for such consent. If the company is a limited liability company, set up by only one entity (e.g. one foreign company), a document from which it is apparent that this foreign company is not a single-member limited liability company will be necessary (limited liability company may not establish other single-member limited liability company)

If you have any doubts, you can obtain further assistance from the Help Centre biznes.gov.pl or helpline of the Ministry of Justice.

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