FAQ – registering a limited liability company [spółka z ograniczoną odpowiedzialnością, spółka z o.o.] in Poland

Can you describe the step-by-step process for registering a limited liability company in Poland?

Registering a limited liability company involves preparing the company’s details, drawing up the articles of association and appointing the Management Board. You then submit an application for entry in the National Court Register (KRS) together with the required supporting documents. The procedure concludes with entry in the National Court Register, which means the company becomes a legal entity. From that moment on, the company can conduct business activities in full.

Is it better to use the S24 system or to register the company with a notary public?

Company registration can be completed either by using the S24 system or by means of a notarial deed. S24 allows you to set up a company very quickly using a standardised model articles of association. In the case of more complex arrangements between the shareholders, it may be better to have the articles of association drawn up by a notary public. The choice of method depends on the ownership structure and the company’s development plans.

How long does it take to register a limited liability company with the National Court Register (KRS)?

The time required for the procedure depends on the method chosen and the court’s workload. Registering a limited liability company through the S24 system is often quicker than the notarial option. It is crucial that the application is correct and that all supporting documents are complete. Formal errors may prolong the entire process.

What is a limited liability company in the process of formation?

Upon the conclusion of the articles of association, a so-called company in the process of formation comes into existence. This means that the entity may carry out activities even before its entry in the National Court Register (KRS). However, full legal effect / legal personality is only attained once the entry in the register has been made. Until that point, liability for the company's obligations may take a different form.

How do you draw up the articles of association for a limited liability company?

The articles of association of a limited liability company should specify the company’s name, registered office, share capital and rules of representation. In the S24 system, the articles of association are prepared using a model available in the IT system. In the case of a notarial deed, the provisions can be formulated more flexibly. Well-drafted articles of association minimise the risk of disputes between shareholders.

What is the minimum share capital for a limited liability company?

The share capital of a limited liability company must not be less than PLN 5,000. The amount must be specified in the articles of association and declared when the company is registered with the National Court Register (KRS). Contributions may be made in cash; in the case of a notarial deed, they may also be made in kind. The share capital has a guarantee, organisational and informational function.

Is a single-member limited liability company permitted?

A single-member limited liability company is permitted under the Polish legal system. In such a case, a single shareholder holds all the shares. The procedure is similar to that for a multi- member company. However, it is important to bear in mind the restriction regarding its formation exclusively by another single-member limited liability company.

Who is a shareholder in a limited liability company?

A shareholder is an entity holding shares in a limited liability company. This may be a natural person, a legal person or another company. They participate in the adoption of resolutions and exercise the rights arising from the articles of agreement. Shareholders decide, amongst other things, on the appointment of the Management Board and the direction of the company’s development. They alone are entitled to a share in the company’s profits (the right to dividends).

Who can become a member of the Management Board of a limited liability company?

A member of the Management Board may be appointed from amongst the shareholders or from outside their ranks. The Management Board is responsible for representing the company and managing its affairs. Details of the members of the Management Board are disclosed in the National Court Register (KRS). The scope of their powers may be set out directly in the articles of agreement.

How do you apply for company registration?

The application is submitted via the court registers portal or the S24 system. An application for entry in the National Court Register (KRS) must include the required forms and relevant attachments. The documents must be signed by persons authorised to represent the company. Following approval, the company is entered in the register.

What documents are required when registering a company with the KRS?

Registering a company with the KRS requires the submission of the articles of agreement, a list of shareholders and details of the members of the Management Board. A declaration regarding the payment of the share capital is also essential. In the S24 system, some of the documents are generated automatically. The completeness of these documents affects the speed of the entry.

Is it secure to register a limited liability company online?

Registering a limited liability company online via the S24 system complies with the law and is entirely secure. The system allows documents to be submitted without the shareholders being physically present. This is a convenient solution, particularly when the parties are in different locations. However, one should bear in mind that the articles of association are based on the statutory model.

Is it necessary to register the company with the central register of beneficial owners?

Once the procedure is complete, the company’s beneficial owners must be registered with the central register of beneficial owners. This obligation applies to every limited liability company. The details should reflect the company’s ownership structure. Failure to comply with this obligation may result in financial penalties.

Is it required to contact the tax office when registering a company?

Entry into the National Court Register (KRS) automatically results in a company being assigned a NIP (tax identification number) and a REGON (business identification number) as part of the registration procedures. In some cases, additional contact with the tax office is necessary, particularly when registering a company for VAT purposes. The company must comply with all tax obligations involved in commencing business activities. The scope of these obligations depends on the nature of the company’s business.

What are the costs of registering a limited liability company?

The costs depend on the chosen method, i.e. the S24 system or a notarial deed. They include the court fee for entry into the National Court Register (KRS) and any notarial fees. Expenses may increase if the documents need to be customised. The total cost depends on the structure and scope of support.

Is it possible to register a limited liability company entirely online?

Yes, the registration of a limited liability company can be carried out entirely online using the S24 system. The procedure involves completing a form and signing the documents electronically. This means there is no need to visit a notary public. A prerequisite is acceptance of the model articles of association available in the S24 system.

Can an entrepreneur register a company themselves?

An entrepreneur can register a company on their own, particularly via the S24 system. The court registers portal guides the user through the successive stages of submitting the application. However, in the case of a more complex shareholder structure, it is worth considering professional legal support. Having the documents comprehensively prepared by an experienced professional reduces the risk of formal errors.

Can you describe the process of forming a company with several shareholders?

The process of forming a company with several shareholders requires reaching an agreement on the terms of the articles of association and the allocation of shares. Each shareholder should be aware of their rights and obligations before the articles of association are drawn up. The procedure is similar to that for a sole-shareholder company, but requires greater coordination. The rules governing representation and the passing of resolutions are particularly important.

Is a limited liability company required to have a specific registered office?

Yes, the registered office must be specified in the articles of agreement and notified to the National Court Register (KRS). The address determines the jurisdiction of the registration court and the tax office. When submitting documents, it is essential to provide accurate address details. Any change to the company’s registered office requires a subsequent update in the register.

When does entry into the National Court Register (KRS) take place, and why is it significant?

A company is entered into the National Court Register (KRS) following the approval of the application for registration. The registration of a limited liability company becomes effective upon entry in the register. From that moment, the entity operates as a separate legal person. The entry is constitutive in nature and concludes the registration procedure in this respect.

Can a limited liability company be set up by another company?

Yes, a shareholder may be another entity, including another company. However, specific restrictions apply in the case of a single-member limited liability company. Registration under such a structure requires an analysis of its compliance with current legislation. The ownership structure should be properly analysed, documented and adapted to the current restrictions in this regard.

Is it possible to amend the articles of agreement following registration?

The articles of agreement may be amended at any time following their entry in the National Court Register (KRS). Any amendment requires a resolution by the shareholders and the submission of the relevant updates to the register. In certain cases, notarisation is also required. Each amendment is subject to a separate procedure.

Does the registration of a company entail any tax obligations?

Entry in the National Court Register (KRS) triggers the tax obligations applicable to a limited liability company. Once the entry has been made, the company must ensure it settles its accounts with the tax office. Depending on the nature of its business, registration for VAT may also be required. The company is also subject to obligations regarding the settlement of Corporate Income Tax (CIT).

Is it necessary to pay up the entire share capital before the company is registered?

The process requires the submission of a declaration confirming the transfer of contributions. The share capital should be contributed in accordance with the articles of agreement, either in cash or in the form of in-kind contributions. Contributions should be made or otherwise settled before the application is submitted. Correct accounting for these contributions is important for both formal and settlement purposes.

Is it possible to register a limited partnership (spółka komandytowa) instead of a limited liability company?

There are different rules governing the registration of a limited partnership compared to a limited liability company. These differences include, amongst other things, the liability of partners and the partnership's organisational structure. The choice of legal form should be preceded by an analysis of business needs. Each form has different tax and organisational implications.

What are the most common mistakes made during the company registration process?

The most common mistakes concern forms that have been completed incorrectly and formal deficiencies in the documents. Inconsistencies in the details of shareholders or members of the Management Board can also be a problem. The procedure may be prolonged if the court requests that formal deficiencies be rectified. One can significantly reduce the risk of delays by having experienced professionals verify the documents before they are submitted.

Is it possible to carry out business activities before registration is complete?

A company in the process of formation may undertake activities even before its entry in the National Court Register (KRS). However, full legal effect is only achieved once the entry has been made. During the transitional period, liability for obligations may be more extensive. Caution is required when commencing business activities prior to registration.

Is it compulsory to register a company in the National Court Register (KRS)?

Yes, it is compulsory to register a company in the National Court Register. Without entry in the National Court Register (KRS), a legal entity cannot be established. The entry is the basis for obtaining registration and identification numbers and for commencing full business operations. It is constitutive in nature.

Is every limited liability company required to report its beneficial owners?

Every limited liability company is obliged to report its shareholders’ details to the central register of beneficial owners. The report must be submitted following the registration and within the statutory time limit. The details must reflect the actual ownership structure. Failure to comply with this obligation may result in financial penalties.

Is it better to buy a ready-made company or to register a new limited liability company from scratch?

The choice between purchasing a ready-made company and setting up a new company from scratch depends on the timeframe and business objective. A ready-made company allows you to commence operations almost immediately, as the entry in the National Court Register (KRS) has already been made. Setting up a company from scratch gives you greater control over the content of the articles of agreement and the ownership structure. The decision should take into account the overall project timeline and the costs of the entire procedure.