Yes, you have to pay a civil law transactions tax (in Polish: podatek od czynności cywilnoprawnych) which equals 0,5% of the company’s share capital less the costs connected with founding the company, usually court fee and the fee for announcement in Court and Economic Monitor (in Polish: Monitor Sądowy i Gospodarczy). The civil law transactions tax does not have to be paid in case of founding a simple joint stock company.
After signing the company’s articles of association, the company should be registered in the entrepreneur's registry of National Court Registry. Then information about the company’s shareholders should be notified to Central Register of Beneficial Owners (in Polish: Centralny Rejestr Beneficjentów Rzeczywistych).
It depends on your business. The main advantage of a limited liability company (in Polish: spółka z o.o.) is limited responsibility of shareholders for the company’s obligations and low share capital (at least PLN 5,000 which is approx. USD 1300). The limited liability company is the most popular choice. Since 1 July 2021, it is possible to set up the simple joint stock (in Polish: prosta spółka akcyjna) company which share capital may equal even 1 PLN.
Yes, the management board member can receive the salary for activities in the management board. The basis for the salary can be among others, employment, management contract, appointment (that is a resolution appointing a person to the management board and granting him/her the salary).
Yes, Polish law requires entrepreneurs to settle their obligation via a bank account.
Both the member of the management board member as well as supervisory board, audit committee, a liquidator or a proxy cannot be convicted by a final judgement for crimes specified in chapters XXXIII-XXXVII of the Polish Criminal or Article 585, 587, 590 and 591 of the Polish Commercial Companies Code. In general, the above crimes are commercially related (like fraud, counterfeiting, money-laundering, bribery).
What is more, the management board members should have full legal capacity (in Polish: pełna zdolność do czynności prawnych).
There is no need to be in-person before the notary public. If you cannot appear before the notary public, you can always appoint an attorney-in-fact. The attorney-in-fact can be every natural person with a capacity to perform legal activities.
The PoA to make legal activities which require notarial form (that is a notarially authorized signature or notarial deed) should be prepared by a notary public. If you sign the PoA before the notary public in your country (for example because you cannot arrive to Poland) you have to gain apostille to make it effective in Poland. The apostille clause states that the document is authentic and has been drawn up by an entitled authority. The apostille is respected only in countries that are part to the Hague Apostille Convention. The list of the countries can be found at: https://www.apostille.org.uk/apostille-countries. You can gain the apostille clause in the country in which the document was prepared.
The list of the institutions that grant the apostille clause can be found at: https://www.hcch.net/en/instruments/conventions/authorities1/?cid=41
After obtaining the apostille clause, it may be necessary to sworn translate documents into Polish.
Passports and IDs do not have to be apostilled.
Yes, you can always change the articles of association of your company before the notary public (in Polish: notariusz) or through the National Court Registry electronic system. After changing the company’s articles of association, you have to register this fact in the National Court Registry. Since 1 July 2021 motions in this matter should be submitted through the National Court Registry electronic system.
Yes, the company must have the address. It is not enough to show a registry seat (that is the town where the company resides). The company should indicate a specific place in which it operates (a street, building and flat number). The address allows it contractors and authorities to deliver a correspondence. If the company does not own the real estate to carry out its activities, it should make the rent contract.
If you set up a company via the Internet a share capital must be covered in cash. If you found your company before a notary public, the share capital can be covered in cash or otherwise (for instance by devices, computers, real estate, vehicles or copyright).