Notarize company agreement
Agency: Notary
The founding shareholders attend at the notary to sign the founding deed. The shareholders (or representatives) or a properly authorized attorneys (appointed pursuant to a notary deed) hear the notary read the founding deed aloud. The shareholders then initial each page of the deed and sign the last page with a legible signature. The notary also signs the document at that place. The notary will first require the persons present to sign declaration regarding source of founds and no connection to government. Persons signing will have to show proof of identity as well as other other documentation.
One of the document to be submitted is a list of all the founders of the company with the number and nominal value of shares held by each shareholder. By law, each founder (5 founders assumed for the case study) must make a declaration on how they will cover cover their share of the capital. Such declarations are usually included in the provisions of the Articles of Association. The contributions are made after the execution of the notarial deed. Subsequently, the management board should make a statement that all contributions have been duly paid and the share capital is covered.
The application for company registration should also be accompanied by a list of persons authorized to appoint the board, signed by the board members.
The fee to notarize the company deed of association cannot exceed PLN 10,000 plus VAT and civil law transaction tax.
Since January 1, 2012 a new alternative method for establishment of a company has been introduced that does not require notarization of the company’s agreement. However, the system, i.e. S24, was finalized and became available in practice in 2015 (https://ekrs.ms.gov.pl/). The system requires online registration and e-signature, which the majority of entrepreneurs do not use. In order to sign the articles of association conducted under this process, as well as to submit an application to register an Sp. z O.o. in the National Court Register, the qualified type of electronic signature and the signature certified by trusted profile (Polish: ePUAP) will be necessary. Furthermore, online registration system provides a very simplified template of the Articles of Association of a new company, allowing modifications to a limited extent only. More extensive changes to the Articles of Association of a new company must be notarized.
Time and cost: 1 day, PLN 1,010 + 0.4% of the amount of share capital over PLN 60,000 + 6 PLN cost per page (typically 10 pages are purchased) + (the amount of share capital – (Notary fee + 23% VAT) + Court fees)*0.5% civil law transactions tax
Deposit paid-in capital at the bank
Agency: Commercial Bank
The procedure of opening a bank account differs from bank to bank. Banks always require the company’s articles of association and some banks may also require REGON and NIP certificates (which as a rule are obtained together with National Court Registration number but may also be obtained independently before KRS registration). The National Court Register does not issue NIP and REGON automatically to the bank, however the bank can check this data on the internet platform of National Court Register which is easily and publicly available.
Some banks require a whole set of registration, statistical and tax certificates to open a bank account. In such case, a bank account can practically be opened only after the company is registered at the National Court Register. According to the Art. 167 of the Code of Commercial Companies the motion for registration shall include just the declaration of the board that the share capital was transferred to the company. While the law provides for the obligation of the founders to pay the entire share capital before applying to the National Court Register to register a company, at the same time it does not authorize the National Court Register to verify whether such payments have actually been made. The Register can only verify the management board’s statement in this respect. Therefore, in practice, if the company does not manage to open a bank account before registration in the National Court Register, the respective amounts to cover a share capital are temporarily deposited either at the founders’ accounts or an account opened by the management board member(s), and are subsequently transferred to the company`s bank account once it is opened.
Time and cost: 1 day, no charge
File for company registration at the National Court Register
Agency: National Court Register
Registration with the National Court Register results in gaining full legal personality for a limited liability company in formation (upon the execution of the Articles of Association per procedure 1, company may already sue and be sued, acquire rights and obligations, own assets, and be party to contracts). However, the lack of the submission of the application for registration within 6 months (in non-online execution of the Articles of Association) will result in the dissolution of the company in formation by operation of law.
The registration with the National Court Register determines the creation of a new business entity and is binding for other authorities such as: Tax Office, Statistical Office and Social Insurance Office. Newly established companies are given their tax identification number (NIP) and statistical number (REGON) automatically within few days of court registration. Additional required information should be submitted directly to the authorities after the registration. After registration of the company, the National Court Register sends the registration data to a newly established central register of taxpayers (Centralny Rejestr Podmiotów – Krajowa Ewidencja Podatników).
The National Court Register offers online registration. Online registration system was introduced in 2012, and became operational in 2015. However, the electronic registration is not used by the majority of firms. The e-registration requires an electronic signature or ePuap as well as the presence of at least one shareholder and management board members with ePuap profile. Also, the electronic system provides for a very simplified template of articles of association of the new company allowing modifications to a limited extent only.
Pursuant to the Act amending the Act on the National Court Register and Certain Other Acts adopted on January 26, 2018 (Journal of Laws from 2018, item 398), from March 1, 2020, all applications to the National Court Register will have to be submitted electronically.
Time and cost: around 4 weeks, PLN 500 for registration in person or PLN 250 for registration online, plus PLN 100 for publication
Register for taxes and VAT
Agency: Tax Office
All information included in the registration application to the National Court Register is automatically sent to the tax office. A Tax Identification Number (NIP) is automatically assigned to a company. A NIP number may also be obtained before the registration of the company in the National Court Register. However, in more documents must be presented to finalize the tax registration process. A newly registered business entity will be required to file a form NIP-8 (containing supplementary data) with the head of the tax office within 21 days after the entity is initially entered in the National Court Register, or in the case of changes in the supplementary data within 7 days of occurrence of the circumstances justifying the change.
The company must register for VAT 7 days prior to commencing business activities subject to VAT. The registration must be submitted with the Tax Office. The company must provide:
- Its business name and legal form;
- Tax identification number (Polish: NIP);
- Start date for its business activities; and
- The address of its registered office.
Detailed documentary requirements are provided at https://www.biznes.gov.pl/pl/firma/podatki-i-ksiegowosc/chce-rozliczac-vat/proc_1609-rejestracja-vat .
Company may request to obtain a certificate confirming the VAT registration, which costs PLN 21. However, it is not mandatory.
If the Company is planning to conduct future foreign trade activities within the European Union, the company must register as an EU VAT taxpayer. VAT and EU VAT registration may be done simultaneously by filing one VAT-R form. The company must submit that application before commencing foreign trade activity within the European Union.
Time and cost: 7 days, no charge
Register employees with the Social Security Agency (Zakład Ubezpieczeń Społecznych – ZUS)
Agency: Social Security Agency (Zakład Ubezpieczeń Społecznych – ZUS)
The registration of a newly established company as an employer should be done within 7 days from the date when the first employee(s) start their employment at the company (which is usually the date of signing the employment contract, but can also be a later or an earlier date). Both the company and the employees are registered at ZUS (separate applications that can be filed at the same time). Both registrations are made in the ZUS branch relevant for the registered office of the company. Subsequently, each new employee of the company should be registered by the company in ZUS within 7 days from the date of starting work.
After obtaining information from National Court Register and supplementary data through NIP-8 form submitted to tax office, ZUS opens a contribution payer’s account for all the paid contributions. To finalize registration, the company has to submit:
- Form ZUS ZPA (registration of employer);
- Form ZUS ZUA (registration of employees covered with social and health insurance or only with social insurance);
- Form ZUS ZZA (registration of employees covered with only health insurance).
The forms can be submitted at ZUS, by mail or online (https://pue.zus.pl/portal/rejestracja.npi). The online procedure requires the use of qualified electronic signature, as well as special software (program “Płatnik” which can be downloaded at http://pue.zus.pl/platnik). Most companies perform the first registration with ZUS in person.
Time and cost: 1 day (simultaneous with previous procedure), no charge
