Kilka refleksji związanych z zakończeniem konferencji
6 listopada 2024
Limited Liability Company
The first choice when starting a company in Poland is to decide which type of legal entity will be incorporated. The most common type of legal entity in Poland used by foreigners is the limited liability company (LLC, in Polish: “spółka z ograniczoną odpowiedzialnością”, abbreviation: “sp. z o. o.”).
Name
The business name of the company may be chosen freely provided that it is not similar to the business name of another company operating on the same market.
Share capital
Minimum share capital of the limited liability company is 5000 PLN (approximately 1250 EUR). The share capital has to be covered by contributions, which can be made in money or transferring ownership of the property (movable or immovable). Contribution cannot be made in the form of non-transferable rights, the provision of work or services towards the company. The minimum value of one share is 50 PLN.
Shareholders
The limited liability company is incorporated by at least one shareholder. Shareholders may be either natural persons or legal persons, regardless of their nationality. Shareholders are not liable for the company obligations against third parties, tax obligations or other public duties. Foreigners may own 100 % of the shares.
Bodies
Superior authority of a limited liability company is the Shareholders’ Meeting. The company is represented by a Management Board (consisting of at least one person) according to principles laid down in Articles of Association. There are no residency requirements for the Management Board’s members. In a limited liability company, a Supervisory Board may be optionally appointed. In limited liability companies whose initial capital exceeds 500.000 PLN, and the number of shareholders exceeds twenty-five, the Supervisory Board or audit commission is compulsory.
Registration
A limited liability 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. 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 a 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.
Fees
To register a company via S24 system you must pay a legal fee for the entry in the amount of 250 PLN and the payment for the first entry in Court and Economic Monitor of 100 PLN. The total cost of registration by concluding an agreement for LLC company with minimal necessary share capital that requires a notarial deed is approximately 600 PLN.
Polish Classification of Business Activities
During the registration you will need to indicate so-called PKD (Polish Classification of Business Activities) codes. The codes show your company’s areas of business. You can modify your set of codes at any time. You have to choose a main PKD code that covers major areas of your business. In the court you can register only up to 10 PKD codes but of course you can choose more.
Virtual office
To register your company, you must enter an address in the National Court Register. This address will be considered as the registered office of your company where there should always be someone present to collect your business correspondence and send correspondence-related notices to you. For many companies it is convenient to indicate virtual office address. This address may be visited by the personnel of your tax office to verify if your company’s place of business. Thus, it is important that a person present in the seat of your company has at least general information about your company, its products or services etc.
If you are interested in our virtual office offer, contact us directly.
Accounting
Accounting books are used for the full accountancy. Accounting books are compulsory for limited liability companies regardless of the amount of yearly income. We recommend to contract out bookkeeping to an accounting office to keep it correct and well organized.
Being a team of professional accountants, we provide the highest quality bookkeeping services for foreigners.
Central Registry for Beneficiary Owners
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 limited liability 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.
Single-shareholder LLC
When opening a limited liability company, you must be aware that in Poland in some cases additional social security obligations apply. If you are the sole shareholder in a single shareholder LLC (you have 100% or almost 100% of shares), you may be subject to social security regulations under the Social Insurance System Act. In that case you must pay monthly contributions to the Polish Social Security Office in full amount (without reliefs) from the moment of acquisition of shares. For that reason, it may be sometimes more cost-effective to have more than one shareholder in your company.
