How to register a joint-stock company in Poland: legal assistance

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Consultant # 64 Lawyer Poland / Warshawa

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Incorporating a joint-stock company in Poland is a complex process that requires a thorough understanding of Polish corporate law and careful adherence to all legal procedures. For Ukrainian entrepreneurs seeking to expand their business in Poland, this process may seem particularly complicated. In this article, we will look at the main stages of registering a joint-stock company in Poland and the importance of professional legal assistance at every step.

Preparatory stage: choosing the form of a joint-stock company

Before starting the incorporation process, it is important to decide on the specific form of a joint-stock company that best suits your business goals. In Poland, there are two main types of joint stock companies, each with its own specifics and requirements. To make the right choice, it is recommended to conduct a legal analysis of the situation with the help of a qualified specialist.

The main types of joint stock companies in Poland are:

1. Public joint-stock company (Spółka Akcyjna - S.A.)
2. Simplified joint stock company (Prosta Spółka Akcyjna - P.S.A.)

Each type has its own requirements for the minimum authorized capital, management structure and reporting. A legal analysis of the documents will help you determine which form is best for your business.

Preparation of constituent documents

The next important step is to prepare the constituent documents of the joint-stock company. This is a key stage that requires special attention to detail and compliance with Polish law. To ensure that the documentation is correct and complete, it is recommended to consult a lawyer.

The main documents required for incorporation are:

• Articles of association
• Act on the establishment of the company
• List of founders and shareholders
• Documents confirming the contribution of the authorized capital
• Decisions on the appointment of members of the management board and supervisory board

It is important that all these documents are drawn up in accordance with the requirements of Polish law. A lawyer in Poland can provide you with personalized support in preparing and checking all the necessary documentation.

Registration in the National Court Register (KRS)

The process of registering a joint-stock company in the National Court Register (KRS) is a key stage in the establishment of a company. This process requires careful preparation and submission of all necessary documents. To ensure the accuracy and completeness of the submitted documents, it is recommended to obtain written advice from a legal expert.

Key stages of registration in the KRS:

1. Preparation of the application for registration
2. Collection and preparation of all necessary documents
3. Payment of the court fee
4. Submission of documents to the relevant KRS office
5. Waiting for a court decision on registration

Each of these stages has its own nuances and requirements. An online lawyer can provide you with detailed explanations and help you avoid common mistakes during registration.

Obtaining the necessary identification numbers

After successful registration with the KRS, the joint-stock company must obtain a number of important identification numbers and registrations. This stage is critical for the company's further operations. To ensure that all procedures are correct, it is recommended to obtain legal advice.

Obtaining a NIP number (tax identification number)

Registration in the REGON system (statistical number)

Registration with the Social Security Institution (ZUS)

Opening a company bank account

Registration as a VAT payer (if necessary)

Each of these steps has its own peculiarities and documentation requirements. A legal analysis of the entire process will help to avoid delays and ensure a quick start of your company's activities.

Special considerations for foreign investors

For Ukrainian and other foreign investors, the process of registering a joint-stock company in Poland may have additional aspects and requirements. This may relate to the legalization of documents, obtaining business permits for foreigners, etc. To deal with these specific issues, it is recommended to contact a lawyer in Warsaw who has experience working with foreign clients.

Additional aspects for foreign investors:

• Legalization or apostillization of documents from Ukraine
• Obtaining a residence and work permit in Poland (if necessary)
• Taxation peculiarities for foreign shareholders
• Minimum capital requirements for foreign investments
• Peculiarities of profit repatriation

Each of these aspects requires careful consideration and can significantly affect the registration process and further activities of the company. A legal opinion from a lawyer will help you understand all the nuances and avoid potential problems.

Post-registration obligations of a joint-stock company

Successful registration of a joint-stock company is only the beginning. After registration, the company has a number of important responsibilities that must be fulfilled to ensure the legality of its activities. To understand all the requirements and obligations, it is recommended to have your documents regularly reviewed by a lawyer.

Main post-registration obligations:

1. Maintaining accounting records in accordance with Polish standards
2. Submission of regular financial statements
3. Holding annual shareholders' meetings
4. Compliance with corporate governance requirements
5. Timely payment of taxes and social security contributions

Each of these responsibilities has its own legal nuances and deadlines. An online lawyer can provide you with the necessary guidance and help you avoid violations that could lead to fines or other sanctions.