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What are the key steps necessary to form a limited liability company in Poland?

  • Description

Date: 2010-09-06 15:30

1)   Prior to preparing the Articles of Association, the following preliminary actions should be taken:

  • Choose a name
  • Check the availability of the chosen name in the National Court Register
  • Gather additional information, such as the registered address and objects according to The Polish Classification of Objects (PKD)

2)   Prepare the Articles of Association in accordance with the Polish legal requirements.

3)   Open local bank accounts, preferably with Internet access, to allow authorised persons to operate the accounts from day one. Documents requested by the banks vary but generally include:

  • Set of bank forms signed in front of a bank officer
  • Excerpt from the National Court Register (KRS)
  • Articles of Association
  • Company REGON number certificate
  • Identification documents

4)   Pay the amount of initial share capital as per amount defined in Articles of Association (PLN 5,000 is a minimum) to the bank.

5)   Registration in the National Court Register (KRS):

  • Preparation of the following documents for submission to the KRS:
    - KRS-W3
    - KRS-WE
    - KRS-WM
    - KRS-WK
    - Management Board Statements:
         * address of the Management Board
         * list of Shareholder(s)
         * share capital
         * address of Shareholder(s)
         * PESEL if shareholder(s) or Board Members are foreigners; if available
    - Articles of Association of new Polish company - original
    - Specimen signatures of the Management Board Members
       (notarised and apostilled)
  • Payment of PLN 1000 for registration of the company and PLN 500 for publishing in Monitor Sądowy
    i Gospodarczy.

6)   Registration in the Statistical Office (GUS):

  • Preparing of document RG-1 to submit to the REGON department in the Statistical Office
  • Documents requested by REGON registration:
    - RG-1 form
    - KRS excerpt of the new Polish company

7)   Preparation of the following documents:

  • Title to registered address in  Poland (title of ownership or lease agreement) 
  • Share Register

8)   Registration in the Tax Office:

  • Documents requested for the purpose of registering with the tax authorities:
    - NIP-2 and VAT-R forms (or others if necessary)
    - Set of bank forms and confirmation letter from the bank that the account
       is already opened
    - Title to registered address (ownership or lease agreement)
    - Articles of Association
    - KRS excerpt of the new Polish company
    - Regon certificate
    - Payment of PLN 152 to the account of the Tax Office

NOTE: As from April 2009, motions to the Statistical Office and to the Tax Office to obtain REGON, NIP and VAT number are submitted together with the KRS application to register the entity.

Source: Trinity_Shelf_Companies
Market leader in Poland and one of the pioneers of ready-made, shelf companies in the CEE.