Publication date: 18.08.2024
Preparation for registration
The process of registering a legal entity in Poland begins with careful preparation. Before proceeding with the actual registration, it is important to decide on the form of legal entity and collect the necessary information. To do this, you should seek legal advice from a lawyer specializing in Polish corporate law. A specialist will help you choose the optimal legal form in accordance with your business goals and financial capabilities.
The main forms of legal entities in Poland are:
- Limited liability company (Sp. z o.o.)
- Joint Stock Company (S.A.)
- Simple partnership (Sp.j.)
- Limited partnership (Sp.k.)
After choosing the form of legal entity, it is necessary to prepare constituent documents. For this purpose, it is recommended to apply for the service of legal analysis of documents to an experienced lawyer. This will help to avoid mistakes and ensure that the documents comply with the requirements of Polish law.
Question
What documents are required to register a legal entity in Poland?
Answer
To register a legal entity in Poland, the following documents are usually required: a memorandum of association or articles of association, an application for registration with the National Court Register (KRS), signature samples of the members of the management board, proof of payment of the share capital (for some forms), and documents confirming the right to use the company's registered office.
Choosing a name and legal address
An important step in the process of registering a legal entity in Poland is choosing a company name and a legal address. The name must be unique and not violate the intellectual property rights of other entities. To check the availability of the name, you can use the KRS online register or apply for a document review service by a lawyer who will conduct the necessary search and analysis.
Requirements for a legal entity name in Poland:
- Uniqueness
- Relevance to the company's activities
- Absence of prohibited words and expressions
- Presence of mandatory elements (e.g. “Sp. z o.o.” for a limited liability company)
As for the legal address, it must be located in Poland. It can be a rented premises, a virtual office or your own real estate. It is important to have documentary evidence of the right to use this address.
In order to avoid potential problems with the choice of name and legal address, it is recommended to seek legal analysis of the situation from a qualified lawyer. This will help ensure compliance with all the requirements of Polish law and avoid delays in the registration process.
Preparation of constituent documents
The next step in the process of registering a legal entity in Poland is the preparation of constituent documents. The key document is the memorandum of association (for partnerships) or the articles of association (for joint stock companies). These documents define the main aspects of the company's activities, such as the purpose of establishment, organizational structure, rights and obligations of the shareholders.
Key elements of constituent documents:
- Full name of the legal entity
- Legal address
- Subject of activity
- The size of the authorized capital
- Management structure
- Rights and obligations of participants/shareholders
To ensure the correctness and completeness of the constituent documents, it is worth using the service of legal analysis of the situation. An experienced lawyer will conduct a thorough analysis and provide recommendations on the optimal content of the documents in accordance with the specifics of your business and the requirements of Polish law.
In addition, you need to prepare an application for registration with the National Court Register (KRS). This form contains basic information about the legal entity and its founders. In order to fill out this form correctly, you may need to consult an attorney specializing in Polish corporate law.
Obtaining the necessary permits and licenses
Before registering a legal entity in Poland, it is important to determine whether your activities require special permits or licenses. Some types of activities in Poland are regulated in a special way and require additional documents before starting work.
Areas of activity that often require special permits:
- Financial services
- Production and sale of alcoholic beverages
- Pharmaceutical activities
- Transportation services
- Telecommunication services
To determine the need to obtain special permits and properly execute the relevant documents, it is recommended to apply for a legal opinion of a lawyer. A specialist will analyze your planned activities and provide detailed recommendations on the necessary steps to obtain all the necessary permits and licenses.
Question
Can I register a legal entity in Poland online?
Answer
Yes, in Poland there is a possibility of online registration for some forms of legal entities, in particular for limited liability companies. This procedure is carried out through the S24 system on the portal of the Ministry of Justice of Poland. However, for more complex forms or in case of foreign founders, the traditional registration procedure may be required.
Submission of documents and registration
After preparing all the necessary documents, the next step is to submit them to the relevant authorities. The main authority for registering a legal entity in Poland is the National Court Register (KRS). Submission of documents can be done in person, by mail or, in some cases, online.
Stages of submitting documents:
Checking the completeness of documents
Payment of the state fee
Submission of documents to the KRS
Receiving confirmation of acceptance of documents
To ensure the correctness and completeness of the submitted documents, it is recommended to use the service of legal analysis of documents. A qualified lawyer in Warsaw will conduct a thorough review of all documents before submitting them, which will help to avoid delays in the registration process due to possible errors or incomplete information.
Once the documents are submitted, the process of reviewing the registration application begins. This process usually takes from several days to several weeks, depending on the workload of the registration authority and the complexity of your case. During this period, additional questions or requirements may arise from the registration authority, so it is important to be prepared to respond promptly to such requests.
Obtaining registration numbers and opening a bank account
After successful registration with the KRS, a legal entity receives a unique KRS registration number. This number is the main identifier of the company in Poland. In addition, you need to obtain other important registration numbers:
Important registration numbers:
- NIP (taxpayer number)
- REGON (statistical number)
- Social security number (if the company has employees)
To obtain these numbers, you may need to contact the relevant government agencies. In this process, a legal opinion from a lawyer may be useful to help you prepare and submit the necessary documents correctly.
After obtaining all the registration numbers, an important step is to open a bank account for the legal entity. This is necessary for conducting financial activities and interacting with tax authorities. When choosing a bank and opening an account, you may need to have a legal analysis of the banking service agreement to ensure that your company's interests are protected.
Registering a legal entity in Poland is a complex process that requires careful preparation and attention to detail. From choosing an organizational and legal form to obtaining all the necessary registration numbers, each stage has its own peculiarities and requirements. It is important to understand that proper registration creates a solid foundation for successful business in Poland.
To ensure the correctness and efficiency of the registration process, it is recommended to seek professional legal assistance. The services of a lawyer in Ukraine or a lawyer in Kyiv can be especially useful for Ukrainian entrepreneurs planning to expand their business to Poland. A qualified online lawyer or online attorney will be able to provide the necessary written advice and support at every stage of the process, ensuring compliance with all requirements of Polish law.
If you are planning to register a legal entity in Poland or need assistance with other legal issues, please contact the legal marketplace KONSULTANT. Our experienced specialists will provide you with professional support and help you successfully solve all legal tasks related to doing business in Poland and abroad.
