Establishing a limited liability company in Poland

Essential steps in establishing a limited liability company of Polish law

Hereinafter we present the essential steps when establishing a limited liability company of Polish law. Please note that a limited liability company may not be solely founded by a “one-man” limited liability company.

After carrying out the activities as described below, the limited liability company can act as a company for both legal and tax purposes.

Notarial certification of the limited liability company deed

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The limited liability company deed of Polish law shall have the form of a notarial deed.

To sign the limited liability deed it is not necessary to travel personally to Poland. The issue of a corresponding power of attorney is permissible. Because the limited liability company deed requires notarization, the proxy must be issued in this form as well.

 

A power of attorney for a particular person certified by a notary in our legal practice is sufficient (in case if this is done for instance by a notary in Germany, this power of attorney requires an apostille, as well as a translation done by a Polish sworn translator). The power of attorney to undertake actions related to the takeover of a shell limited liability company is also to be issued in form of a notarized certification and to be provided with an apostille.

With the conclusion of the limited liability company deed, a so-called limited liability company under incorporation is established. The limited liability company enters in rights and obligations of the limited liability company under incorporation with the date of registration in the National Court Register.

Conclusion of a contract on commercial premises

In respect of the commercial premises in which the limited liability company intends to exercise its economic activities, a contract on use (rental agreement) or a contract for the purchase of the premises (purchase agreement) has to be concluded.

This legal title is required to apply for the Polish tax identification number (NIP). In addition, the exact address of the limited liability company under incorporation must be specified when applying for registration of the company in the National Court Register.

Contribution of the share capital

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After the certification of the limited liability company deed, the company under incorporation must open a bank account.

This is required to deposit the share capital (cash deposit) of the company. After the contribution is made, the members of the management board are required to make a statement that these contributions towards share capital have been made in full, which must be attached to the application for registration of the company in the National Court Register.

The share capital can also be deposited directly at the company’s cash office in cash.

It is important that prior to the application for registration of the company in the National Court Register, the share capital of a limited liability company organized and existing under the laws of Poland is contributed in full.

Basics of a single person of contact

Besides the application for the registration of the company in the National Court Register (Polish Commercial Register), following applications must be submitted to the court of registration competent for the company’s seat:

  • Application for issuance of REGON (Polish National Business Registry Number),
  • Application for issuance of NIP (Polish Tax Identification Number) and registration of the company as a VAT payer,
  • Application for registration as contribution payer at ZUS (Polish Social Insurance Institution).

The Court is obliged to send the applications referred to above to the competent Statistical Office and the respective tax office without delay, although not later than 3 working days after the registration of the company in the National Court Register.

The registration in the National Court Register currently takes two to three weeks depending on the respective court and is published in the following in the „Monitor Sądowy i Gospodarczy“ (Polish Court and Commercial Journal). With the date of registration, the company acquires legal personality.

Minimum share capital

The share capital of a company organized and existing under the laws of Poland shall amount to at least 5,000 PLN, which is the equivalent of approximately 1,250.- EUR.

Online-registration of a limited liability company

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For some time there is also the possibility to register a limited liability company online.

For this purpose, it is among others necessary to open an account in a special information and communication technology system, provided by the Ministry of Justice. This procedure aims at a faster and cost-effective registration of a limited liability company under the laws of Poland, however it has been achieved only partially.

While a visit to a notary is no longer necessary (saving of notary fee), the above principle of a single contact person does not apply for online registered companies. This means that the board of such a company must submit itself the relevant applications for the issuance of REGON and NIP numbers etc. Furthermore, it is to note that the limited liability company deed of an online registered company constitute a fairly simple draft that will not meet more complex requirements.

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