Publication date: 19.08.2024
General information about registering a limited liability company in Poland
For many entrepreneurs planning to start a business in Poland, a limited liability company (LLC) is the optimal form of organization. Before starting the registration process, it is recommended to have the documents checked by a lawyer to avoid possible mistakes and delays. An LLC in Poland offers a number of advantages, including limited liability of the shareholders and flexibility in management.
The main stages of LLC registration in Poland:
- Preparation of constituent documents
- Opening a bank account and depositing the authorized capital
- Submission of documents to the National Court Register (KRS)
- Obtaining an identification number (NIP) and REGON number
- Registration with the social security authorities
It is important to understand that the LLC registration process can be complicated and require a detailed legal analysis of documents. Therefore, many people seek legal advice to get professional help and avoid possible problems during the registration process. A qualified lawyer in Poland can provide the necessary support at every stage of the process.
Preparation of constituent documents
The first step in the LLC registration process is to prepare the constituent documents. It is recommended to conduct a legal analysis of the situation to determine which documents are required in your particular case. An experienced online lawyer can help you with this issue.
Key documents for registering an LLC:
- Memorandum of association or charter of the company
- Decision on the appointment of members of the management board
- Samples of signatures of the board members
- List of members of the company
- Statement of the address of the company's office
After preparing all the necessary documents, you should obtain a legal opinion from a lawyer. This will help to identify possible deficiencies in the documentation and correct them in time, which will increase the chances of a quick LLC registration. A professional legal analysis of the situation is a key factor in the success of registering a limited liability company in Poland.
Question
Can foreigners be founders of an LLC in Poland?
Answer
Yes, foreigners, including citizens of Ukraine, can be founders of an LLC in Poland. However, the process may have certain peculiarities, such as the need to legalize or apostille some documents. To get detailed written advice on the specifics of registering an LLC by foreigners, we recommend that you contact a competent lawyer specializing in Polish corporate law. Such a specialist will be able to conduct a detailed analysis of the documents and provide a reasonable legal opinion on the optimal structure of your future LLC.
Opening a bank account and depositing the authorized capital
After preparing the constituent documents, the next important step is to open a bank account and deposit the authorized capital. Before this stage, it is recommended to obtain a legal opinion on the requirements for the authorized capital and the procedure for its deposit. This will help to avoid delays in the registration process and increase the chances of opening a bank account quickly. A qualified online lawyer can provide you with the necessary support in this matter.
The main steps in opening an account and depositing capital:
Choosing a bank to open an account
Preparation of the necessary documents for the bank
Deposit of the minimum authorized capital
Obtaining confirmation of the capital deposit
During this stage, it may be necessary to conduct an additional legal analysis of the situation or consult a lawyer in Warsaw. This is especially true if you have questions about the specific requirements of Polish banks or the peculiarities of capital contribution by foreign founders. A professional lawyer will help you to properly draw up all the necessary documents and carry out the procedure in accordance with the requirements of Polish law.
Submission of documents to the National Court Register (KRS)
After preparing all the necessary documents and depositing the share capital, the next step is to submit the documents to the National Court Register (KRS). This stage is a key step in the LLC registration process. To successfully complete this stage, it is recommended to seek legal advice from a qualified specialist. An experienced lawyer in Poland will be able to provide you with full information about all the requirements of the KRS and help you avoid possible mistakes.
Key documents to be submitted to the KRS:
- Application for company registration (KRS-W3 form)
- Articles of incorporation of the company
- Confirmation of payment of the authorized capital
- Confirmation of payment of the court fee
- Other documents, depending on the specifics of your LLC
It is important to understand that the period for processing documents in the KRS may vary. To obtain up-to-date information on the deadlines and possible additional requirements, we recommend that you seek written advice from a lawyer specializing in Polish corporate law.
Question
What should I do if KRS refuses to register a company?
Answer
If the KRS refuses to register, it is important to carefully examine the reasons for the refusal and take appropriate measures to eliminate them. Usually, you are given a deadline to correct the deficiencies or submit additional documents. To obtain a detailed legal opinion on the best course of action in your particular situation, it is recommended to contact a Polish corporate law expert. Such an expert will be able to conduct a legal analysis of the situation and provide reasonable recommendations on the next steps to successfully register your LLC.
Obtaining an identification number (NIP) and REGON number
After successful registration with the KRS, the next important step is to obtain a taxpayer identification number (NIP) and a statistical REGON number. These numbers are necessary for doing business in Poland. Before starting this process, it is recommended to conduct a detailed legal analysis of the situation to be prepared for all possible scenarios. A qualified online lawyer can provide you with all the necessary information and assistance.
Key points in obtaining NIP and REGON:
- Submission of the NIP application to the tax office
- Automatic assignment of the REGON number after receiving the NIP
- Receiving confirmation of the number assignment
- Informing the bank and other institutions about the received numbers
In order to properly complete the procedure for obtaining a NIP and REGON, it is recommended to consult a lawyer. Professional assistance will help you avoid mistakes and speed up the process of obtaining the necessary identification numbers. An experienced online lawyer can provide you with support in all aspects of this process.
Registration with the social security authorities
The last important step in the LLC registration process is the registration with the Social Insurance Institution (ZUS). This step is mandatory if your LLC plans to hire employees. Before starting the registration with ZUS, it is recommended to obtain a legal opinion from a lawyer on all the requirements and peculiarities of this process.
Key aspects of registration with ZUS:
Submission of an application for registration as a contributor
Registration of employees (if any)
Choosing the form of payment of contributions
Receiving confirmation of registration with ZUS
In order to successfully complete the ZUS registration procedure, it is recommended to seek the assistance of a lawyer in Poland specializing in labor and social law. Professional assistance will allow you to properly prepare all the necessary documents and avoid possible problems in the future. A qualified lawyer will be able to conduct a detailed analysis of the documents and provide you with all the support you need at this final stage of your LLC registration.
Registering a limited liability company in Poland is a complex process that requires careful preparation, attention to detail, and a deep understanding of Polish law. Not only the successful registration of the LLC, but also its effective operation in the future depends on the correctness of the documents and compliance with all legal requirements.
A qualitative legal analysis of the situation, a legal opinion of a lawyer and legal advice can significantly increase your chances of successfully registering and operating an LLC in Poland, as well as help you avoid possible problems with Polish regulatory authorities. You should not risk your business by trying to save money on professional legal assistance. The service of a lawyer in Poland will become your reliable assistant in solving all legal issues related to the registration and operation of your LLC in Poland.
If you are planning to register an LLC in Poland or have already encountered difficulties in this process, we recommend that you contact the legal marketplace CONSULTANT. Here you will find qualified specialists who specialize in corporate law in Poland and have extensive experience in dealing with such issues. Entrust your business to professionals and take a confident step towards a successful start of your business in Poland.
