We encourage you to read Wiewiórski Legal’s article describing the procedure of establishing the most popular type of company in Poland – Limited Liability Company (“Spółka z ograniczoną odpowiedzialnością”).
Basic information about the Polish “Spółka z ograniczoną odpowiedzialnością” (Limited Liability Company, further referred to as “Company” or “LLC”)
1. Minimum share capital
PLN 5,000
2. Minimum value of one share
PLN 50
3. Number of founders
A minimum of one. Please note that a sole-shareholder LLC may not be established by another sole-shareholder LLC.
4. Possible contributions
Cash or in-kind contribution.
5. Moment when capital must be contributed by the shareholder(s)
Before the LLC is entered into the court register.
6. Requirement to audit the in-kind contribution
None.
7. Shareholder liability for obligations of the LLC
None. From the economic perspective, the shareholders’ risk is limited to the value of the shares they acquire or subscribe for.
8. Governing bodies of the LLC
Shareholders’ Meeting, Management Board (obligatory), Supervisory Board or Audit Commission (optional). The Supervisory Board or Audit Commission is obligatory if the share capital of the LLC exceeds PLN 500,000 and, at the same time, the LLC has more than 25 shareholders. In the case of a sole-shareholder LLC, the sole shareholder acts as the Shareholders’ Meeting.
Founding of an LLC – milestones
1) Collecting the documents required for executing the Company Articles of Association.
- Draft Articles of Association (AoA);
- Document confirming that the person representing the shareholder is authorized to sign the AoA. This may be an excerpt from the shareholder’s commercial register, provided that the person signing the AoA is disclosed in the above document as the shareholder’s representative and holds the necessary authority to establish the LLC. Otherwise, in addition to the excerpt from the commercial register, a power of attorney for the person signing the AoA is required. The power of attorney must be presented in the form of a notarial deed;
- If it is required by the internal regulations of the shareholder or by the law of the shareholder’s country of origin, the appropriate governing body of the shareholder (Management Board/Supervisory Board/Shareholders’ Meeting) must adopt a formal decision on establishing an LLC in Poland;
- All documents issued abroad must be legalized by a Polish consul (not required in countries where obtaining an Apostille is possible, or if particular provisions of law provide otherwise).
- Documents drawn up in a foreign language that are to be attached to the application for registration of the Company in the National Court Register (KRS) shall be translated into Polish by a sworn translator.
2) Checking whether any approvals or permits are required for incorporation of the Company or transfer of an in-kind contribution to the Company; in particular, checking whether the consent of antimonopoly authorities is required.
3) Executing the Articles of Association. The AoA must be prepared in the Polish language and before a Polish notary (in the form of notarial deed). If the person signing the AoA does not speak Polish, the presence of a sworn translator is required.
4) Appointing the Company’s Management Board (obligatory) and Supervisory Board or Audit Commission (if provided for).
5) Concluding a contract for the lease of office space or obtaining other legal title to office space (obtaining an official address).
6) Obtaining a qualified electronic signature (QES) from a Polish provider for at least one member of the Management Board of the Company (or two – depending on the applicable representation rules in the Company).
7) Opening a bank account for the Company.
8) Depositing contributions to the share capital by the shareholders.
9) Signing the documents required for the Company’s registration by each member of the Management Board:
- Acceptance of appointment to the Management Board;
- Declaration that the share capital has been paid in full;
- List of the shareholders;
- Other miscellaneous documents;
10) Filing an application with the registry court for registration of the Company in the enterprise register (KRS) through the dedicated electronic portal (PRS).
11) Registration of the Company with the enterprise register (KRS).
12) Assignment of a tax identification number (NIP) and statistical number (REGON).
13) Notifying the bank of the Company’s registration.
14) Filing an additional notification to the Tax Office with information not disclosed in the enterprise register (such as information about bank accounts, number of employees, etc.).
15) Further tax registration filings for the purpose of VAT, VAT-UE and CIT (Corporate Income Tax) taxation.
16) Registration of the beneficial owners of the Company in the Polish UBO register – Central Register of Beneficial Owners (CRBR).
Timing
In our experience, the entire process of registering an LLC as presented above normally takes about 6 weeks:
- preparing all the required documents for executing the Articles of Association and filing the application for registration of the LLC in the enterprise register –
about 3 weeks. This period can be significantly shortened if the shareholder can obtain the documents referred to in section 1 above without undue delay, - registration proceedings at the registry court – about 2 weeks,
- registration with the Tax Office and UBO register (CRBR) about 1-2 weeks.
However, under Polish law an LLC may conduct business activities (even ones as significant as the purchase of real property) immediately after the Company’s Articles of Association is executed. Therefore, if timing is a crucial factor, please note that an LLC may be ready to do business within a few days after the investor decides to incorporate the Company. In this case, however, some additional registration steps would be required.
In this article, we presented a step-by-step guide to the traditional method of forming a limited liability company (sp. z o.o.) by executing articles of association in the form of a notarial deed. However, the procedure described above is not the only option available. It is also possible to establish a limited liability company (sp. z o.o.) through a simplified process – online via the S24 system. This solution is intended for founders (or their representatives) who possess a qualified electronic signature (QES) or trusted signature (ePUAP) and wish to quickly establish a company with a standard structure using a ready-made, simplified model of the articles of association.
We encourage you to contact us if you are planning to establish a limited liability company, regardless of the chosen option. We will be happy to advise you on the most effective solution, guide you through the entire registration process, and assist you in preparing the necessary documentation.
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