24 November 2022

How to set up company in Poland?

Author

Jakub Sikorski

Legal Counsel

In Poland, a company can be established in two ways – the traditional mode (the articles of association are signed at a notary) and the online mode – the documents are prepared and signed remotely, online, in the S24 system. Each time after the company is incorporated, it must be registered with the National Court Register.

The company can also be formed by the proxy of the target shareholder, in which case the foreigner can grant a power of attorney to any individual and that person signs the partnership agreement in the name of and on behalf of the shareholder.

For the formation of a company (for example: a limited liability company requires:

  1. conclusion of articles of association;
  2. payment by the shareholders of contributions to cover the entire share capital, and if the share is acquired at a price higher than the nominal value, also payment of the surplus,
  3. appointment of a board of directors;
  4. establishment of a supervisory board or an audit committee, if required by law or the articles of association;
  5. registration in the register.

How to set up company online?

For a foreigner, it is usually most convenient to set up a company online, in which case neither personal presence in Poland at the notary’s office nor the granting of a power of attorney is required – only a qualified electronic signature is required.

The contract is signed according to a model contract, which is quite simplified and may not meet the preferences of shareholders. In addition, the capital of a company established online can only be covered by cash contributions.

The procedure for establishing a company (for example, a limited liability company ,,spółka z ograniczoną odpowiedzialnością) follows the following steps:

  1. creation of an account in the s24 system by prospective shareholders and board members.
  2. logging into the s24 system and creating a new case in the tab, “My Enterprises” (,,Moje przedsiębiorstwa”).
  3. creation of an electronic document of the limited liability company agreement with the list of shareholders and the statement of contribution of share capital.
  4. signing the documents with:
    1. qualified electronic signature or
    2. EPUAP trusted profile signature
  5. creating an application for company registration and signing it.
  6. paying the application and sending the application electronically to the court. The application can be paid by traditional transfer or by payment card. The court fee for registration of the company in the s24 system is PLN 350.00.
  7. As a rule, registration of the company in s24 in the National Court Register takes place within 24 hours from the moment the case number is assigned in the system.

How to register a company in Poland?

After signing the Articles of Incorporation, the entity must be registered in the Register of Entrepreneurs of the National Court Register maintained by the business divisions of the district courts.

The application for registration if the company’s contract is signed in the traditional way at a notary public is submitted online through the Court Registry Portal (PRS).

24 November 2022 : Jakub Sikorski

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