The legal concept of share capital in simple joint-stock company is different from the share capital in LCC. The amount of the share capital is not indicated in the Articles of Association and the shares are not the part of the share capital (in contrast to the LLC). The minimum share capital in a simple joint-stock company is only 1 PLN. The share capital must be covered by contributions, which can be made in cash or in-kind by transferring ownership of the property (movable or immovable). Performance of work or services may also constitute in-kind contributions (however, this kind of contribution does not constitute a share capital).
The simple joint-stock company shares do not have a form of documents – they are dematerialized. Shares may not be admitted or introduced on the organized stock trading.
A simple joint-stock company can be easily registered online or can be established by concluding a company agreement that requires a form of notarial deed.
Online company formation procedure is performed via online application in the National Court Register service (eKRS system that includes so-called S24 system). The eKRS electronic system is available for both Polish and foreign citizens. Signing documents and application for entry in the National Court Register (KRS) requires signature with a Trusted Profile (ePUAP) or qualified electronic signature (the signature purchased from the supplier of qualified certificates). You can also be represented by a proxy with a Trusted Profile or qualified electronic signature. The court is obliged to recognize the online registration request in 24 hours, but in practice it usually takes 2 or 3 days. ) or qualified electronic signature (the signature purchased from the supplier of qualified certificates). You can also be represented by a proxy with a Trusted Profile or qualified electronic signature. The court is obliged to recognize the online registration request in 24 hours, but in practice it usually takes 2 or 3 days.
At the notary’s office all shareholders must be present personally or be represented by a proxy who has a notarized power of attorney.
The electronic registration is faster and cheaper, but you can only sign simple Articles of Association template and make cash contributions. It is also possible to register a company online and then make amendments to the Articles of Association in the form of notarial deed.
From 1st July it is mandatory to use electronic form of communication with the National Register Court in Poland.
As an experienced team of lawyers, we provide legal services in all matters related to the company’s formation process. We can help foreign entrepreneurs in those cases in which they cannot be present in the country during the entire company registration process.
The Central Registry for Beneficiary Owners (CRBO) is an IT system operated by the Ministry of Finance to process data on the beneficial owners of certain entities. Every Polish registered a simple joint-stock company needs to register in CRBO within 7 days from the date of registration in the National Register Court. Also, any changes in the shareholders’ structure need to be updated in CRBO.
For CRBO purposes, a beneficial owner is any natural person with direct or direct control over the entity concerned, based on powers arising from legal or factual circumstances that allow them to exercise decisive influence over the entity’s actions or activities.
If the company fails to meet this obligation, it may be fined.
We can help you identify beneficial owners in each case as well as file an application.