Jak zarejestrować spółkę z ograniczoną odpowiedzialnością w sposób tradycyjny?

If you do not want to make use of the possibility of quick on-line registration of limited liability company (learn more) you can register the company in a traditional manner.  It would be advisable to do so, e.g. where the articles of association are much more complex than the Internet specimen made available when your register online or, for example, the contributions are paid in a form other than pecuniary.

Who can establish a limited liability company?

You can establish a limited liability company on your own or with a partner.  Who can be a partner?

  • natural person
  • legal person (such as other limited liability company, joint-stock company or partnership)

A civil law partnership (read more on civil law partnership) may not be a shareholder in the limited liability company.

Important!  If you want to establish a single-person limited liability company:

  • be aware of obligations towards ZUS (read more)
  • please note that it may be formed by another single-person limited liability company.

Requirements for the establishment of a limited liability company:

  • the conclusion of the company articles of association; consider including provisions which are not compulsory, but may be useful (e.g. when increasing the capital without modification of articles of association)
  • shareholders make contributions to the share capital;
  • appointment of the Management Board;  the board of may comprise of one person or of a significant number of members;  the members of the Board are appointed by a resolution of the shareholders, unless the company articles of association provide otherwise (e.g. the power to appoint members of the board are transferred to the supervisory board);
  • the entry in the register.

Where required by the law or the articles of association (mandatory where the share capital exceeds the amount of PLN 500,000 and there are more than 25 shareholders), it is also necessary to establish a supervisory board or the audit committee.

The organs of the company may be appointed in a notarial act containing the articles of association or in a separate resolution, after signing the articles of association.

Costs

Establishment of a limited liability company requires a minimum share capital.  Minimum share capital is PLN 5000 (nominal value of one share cannot be less than PLN 50).  If you register a company, you also have the obligation to pay the tax on civil-law transactions.  It is 0,5% of the value of the share capital of the company, minus a court fee and charge for publication of announcement in the Economic and Court Monitor.  The notary withholds and pays this tax to the tax office.

The remaining costs are:

  • court fee for entry -  PLN 500.
  • the fee for publication in the Court and Economic Monitor the announcement of comapny's entry in the National Court Register - PLN 100.

The court fees should be paid into the account of the competent court, either directly with the cashier of the court or in the form of court fee stamps.  Check the list of courts and bank account numbers.

The articles of association of a company registered by traditional means requires drawing up in at a notary.  The cost of drawing up in the form of a notarial deed (notarial fee) depends on the value of the share capital, to which you should include the cost of copies of the articles of association (their number depends on the number of shareholders)

What to do to prepare for registration?

Before you submit your registration application, you should remember to prepare relevant documents. You will need, inter alia, proof of payment of court fees and for the publication.  Do not forget about it as the application will not be examined.

When registering a limited liability company, you will also have to submit:

  • The articles of association (or memorandum, in case of single-person limited liability company).  The articles of association should be in the form of a notarial deed.  Partners shall agree in the articles of association the name of the company which can be random, but it must include the additional marking "limited liability company".  The articles shall specify the seat of the company, the object of activity, the amount of the share capital, whether the partner may have more than one share, and the number and nominal value of the shares to be subscribed by the shareholders.
  • Statement of all members of the Board that the contributions to the share capital were fully paid by all members.
  • Proof of appointment of board members (if the articles of association do not mention the appointment).
  • The list of shareholders, including the name and first name or company name, the number and nominal value of the shares for each of them.
  • The surnames, names and addresses of the members of the Management Board.
  • Surname, first name or business name and registered office and the address of the sole shareholder (if any) - this condition applies only to single-person limited liability companies
  • Statement of consent of the persons authorised to represent the entity, liquidators and proxies for the performance of their functions.   This requirement shall not apply, however, if a registration application is signed by a person who is subject to an entry or granted power of attorney to sign it, or consent is expressed in minutes of a meeting of the body appointing the person or in the articles of association.

Submission of the application

With a set of documents (the originals or officially certified copies) and proof of court fee and publication in the Economic and Court Monitor, you can proceed with the registration of the company.  You do this this with the registry court which has jurisdiction over the seat of the company.

The application for entry shall be submitted using the official KRS-W3 ( the form can be found on the web pages of the Ministry of Justice).

The application form must be completed in Polish, legibly, typewritten, computer printed or handwritten in capital letters.

 

The application shall be accompanied by:

  • If the company has branches, please fill in Annex KRS-WA 'Branches, field offices'.
  • When the company was formed as a result of a merger, division or restructurisation, please fill in Annex KRS-WH ‘Method of forming an entity'.
  • In order to include the data of shareholders subject to entry in the register please fill in Annex KRS-WE 'Shareholders of limited liability companies covered by the entry in the register'.
  • In order to enter information on the authority empowered to represent the company and those concerned and the manner of representation  Annex KRS-WK  'Bodies/shareholders entitled to represent the company' should be completed.  This Annex should contain information on the supervisory body and persons forming it.
  • Provided that the company has an authorised representative, please fill in Annex KRS-WL 'Proxies, agents of cooperatives, state-owned enterprises, research institute'.  With the consent of all members, the company's board may appoint a proxy, and the right to recall him is open to any member of the Management Board.
  • In order to include the object of the activity of entrepreneur please fill in Annex KRS-WM ‘Object of activity'.  Please note that the PKD numbers were in line with the business object set out in the articles of association.  Important!  The number of  PKD business codes declared in the application may not be more than ten items, including one object the predominant activity at the level of subclass.

The forms can be found on the web pages of the Ministry of Justice

Do I need to register my company in Central Statistical Office, Social Insurance Institution and Tax office?

You are not obliged to apply for registration to the Central Statistical Office (REGON),notification of a contributions payer to ZUS the contribution payer or to the tax office, as a taxable person (NIP) (unless you are registering as a VAT taxable person).  There is no obligation to provide an additional copy of the articles of association and a document confirming entitlement to use the premises or property, which up to now the registry court sent to the tax office.

Data submitted to the court with an application for entry in the National Court Register (KRS), go to the relevant official registers.  Together with the judicial decision on the entry in the National Court Register you receive a certificate of assignment of NIP and REGON numbers.

Basic and supplementary data

Data entered in the National Court Register (seat, name, shareholders) constitute the basic information abot the company. while supporting data needed in order to complete identification of the taxable person, entrepreneur and the registration of the payer in ZUS (such as bank accounts numbers, information on the special status of companies, number of employees expected or the place of business and the contact details), the company shall indicate, after commencement of activity within a time limit of 7 (data for ZUS) or within 21days (data for GUS and the tax office) from the date of registration of the company in the National Court Register (KRS). You submit data on a single form (NIP-8), which you must submit to tax office competent for the seat of the company.

How long is the registration process?

Please note that the time from establishing a company to its registration may not exceed 6 months (after this date, the company is terminated).

If, following registration of the company occur changes (e.g. change in the address of the seat, a change in business), the application should be submitted at the latest within 7 days from the date of such occurrence.

Most common mistakes

If you want to find out what are the most common mistakes when registering the company and how to avoid them, read the article How to avoid errors in the registration of the company by the traditional method.

Learn more

  • You want to find out what forms of activity - apart from limited liability company - you can conduct - see the article Forms of conducting activity.
  • Get information on how to complete other formalities related to insurance in ZUS or KRUS, cash register, regulated activities - see the article After registration.

If you seek advice from an expert, ask a question by using the form.

 

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