Explain how the Register of Entrepreneurs (KRS) works and its importance in day-to-day business.
The Register of Entrepreneurs is a part of the National Court Register, which also consists of the register of associations, other social and professional organisations, foundations, public health institutions; insolvent debtors. It was created and is maintained in accordance with the National Court Register Bill of August 1997.
The Register of Entrepreneurs is managed by competent departments of the district courts. The registration court processes cover various entities, the most popular being limited liability companies and commercial partnerships.
The Register of Entrepreneurs is open to the public. Information is accessible via the Central Information Bureau of the National Court Register, maintained by The Minister of Justice, in the form of legalised copies and excerpts. Such excerpts are valid for a period of three months from date of issue.
Each entity registered in the court records acquires a unique number (KRS No) under which all information is stored. Registered data is divided into six sections:
Information held in the Commercial Register System:
Section 1.
General information on the entity
a) Commercial name,
b) Entity’s legal form,
c) Registered seat and place of conducting the business activity,
d) Details of any branches
e) Previous registration number in the commercial register
or register of businesses,
f) Statistical Office (REGON) and tax identification (NIP) numbers,
g) Details of shareholders and shareholding - excluding minority
shareholders holding less than 10% share capital in a limited
liability company,
h) Share capital of the company and detailed information
connected with the nature of contributions,
i) Share specification – number and nominal value of company
shares,
j) Specific information regarding individual rights,
profits and obligations in the company,
k) Changes of company statutes and any subsequent
amendments.
Section 2.
Representation
a) Body authorised to represent the company and indication
of its members,
b) Nature of company representation (e.g. solely, jointly),
c) Existence of supervisory bodies,
d) Details of any Commercial Proxies and scope of their authority.
Section 3.
Scope of business activity
a) Submission of the annual financial statements,
b) Auditor’s reports,
c) Approval by Shareholders of the management activity report
and financial statements,
d) Shareholders resolution regarding the distribution of profits
and losses.
Section 4.
Claims
a) Information on outstanding tax and other payments,
b) Company creditors indication and claims secured
with a writ of execution not satisfied within 30 days of due dates,
c) Information regarding enforcement of administrative and court
decisions; levying and discontinuance of enforcement
proceedings.
Section 5.
Trustees and liquidation proceedings
a) Details of any motion to appoint or dismiss a trustee.
Section 6.
a) Information about opening and termination of liquidation
proceedings,
b) Appointment of a company liquidator,
c) Information of company dissolution or invalidation;
d) Merger, division, reorganisation of the company,
e) Information concerning conducted restoration or bankruptcy
proceedings of the company.
A limited liability company is entered in the register upon an application made by its management board. Any changes to the data shown in the register must be submitted to the court and entered in the register. Generally, motions to the National Court Register are to be submitted within 7 days from the occurrence
of circumstances requiring such amendments. A company which does not meet such obligation exposes itself: to a fine; appointment of a trustee; or even company dissolution (if the delay is excessive
and concerns the most crucial information for third parties conducting business with the entity, or the public authorities).
Motions submitted to the National Court Register must be filed using the correct public forms. Applications are processed by the court within 7 days. The process ends with the issuance of a court decision.
Are there any permits or licenses required to run a business in Poland?
The general rules governing the undertaking and pursuing of economic activities in Poland are governed by the Freedom of Economic Activity Act of 2nd July 2004. In general, the Act also applies to foreign investors, with consideration taken of the existence of any reciprocity rules in place between the two countries. Foreign investors who have the right of residence in Poland (or similar), may conduct economic activity on the same terms as Polish citizens.
Foreign investors from countries applying the reciprocity rule may conduct economic activity (unless international agreements state otherwise) on the same terms as entrepreneurs with the right of residence in Poland.
Other foreign persons have the right to undertake and run a business activity in the following forms:
Furthermore foreign companies may run a business activity in the form of a branch_office or set up representative_offices for marketing purposes in Poland.
There are six specific categories of business for which a permit/concession is required. These categories include for example, amongst others, business relating to the power and energy field, air carriers and radio and television activities. As regards concessions, often a tender process is involved.
Whilst the process has been simplified in recent years, regulated entities need to fulfil certain legal requirements and obtain any necessary licenses. On completion of the process a certificate confirming satisfaction of the requirements is issued.
Source: Trinity_Shelf_Companies
Market leader in Poland and one of the pioneers of ready-made, shelf companies
in the CEE.
