Registering a limited liability in Poland may be a very different experience, depending on the type of proceeding you start. This is a simplyfied step-by-step description of the two ways of registering a company.
Application to the register court in a document form
This is a “traditional” way of registering a company. In order to register a company this way, you need to:
- Prepare all of the registration documents in a hardcopy (signed by the shareholders or management board members). Among these documents are:
- Company agreement,
- List of shareholders and their addresses,
- List of persons being able to appoint the Management Board members,
- List of company representatives (Management Board members),
- Consents for being appointed a member of the Management Board,
- Statement of all Management Board members that the contributions to the share capital are fully covered,
- Declaration whether the company is a foreigner and has any real estates in Poland.
- Visit a Polish notary to sign a company agreement. This requires all of the shareholders to visit a notary in Poland – this step cannot be done abroad.
Also, if any of the shareholders doesn’t speak Polish, you are obligated to have a sworn translator present during the meeting at the notary. - Prepare the application form and submit it in electronic form in PRS portal (https://prs.ms.gov.pl/).
- Submit all hardcopies to the registration court.
Application to the register court in an electronic form in s24 electronic system
This is an option of registering simpler companies, that is currently more popular then a more “traditional” way of registration. It doesn’t require a visit to the notary.
Also, if the shareholders/management board members all have a Trusted Profile or qualified electronic signature, then the entire process can be done completely remotely, without them having to come to Poland.
In order to register a company this way, you need to:
- Get a PESEL number and Trusted Profile signature or qualified electronic signature.
- Prepare all of the registration documents in s24 system (https://ekrs.ms.gov.pl/s24/) and sign them using an electronic signature. Among these documents are:
- Company agreement,
- List of shareholders and their addresses,
- List of persons being able to appoint the Management Board members,
- List of company representatives (Management Board members),
- Consents for being appointed a member of the Management Board,
- Statement of all Management Board members that the contributions to the share capital are fully covered,
- Declaration whether the company is a foreigner and has any real estates in Poland.
- Prepare the application form and submit it in s24 system.
Both of the above procedures are also very different when it comes to costs and time they take. You can find more about it here.
Registering a company may be a very difficult task and if not done right, may cause you a lot of troubles during the process, as well as in the future. Therefore, it is always highly advised to have a lawyer take care of the process and all related paperwork.
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