LLC in Poland (Sp. z o.o.). Company formation and registration in Poland

LLC in Poland (Sp. z o.o.). Company formation and registration in Poland
Marek Cieślak

Marek Cieślak

CEO CGO Finance

The registration of an LLC is actually the last step that must be taken to form a limited liability company. The Code of Commercial Companie (CCC) governs the process. It starts with a conclusion of the company’s agreement and ends when it is entered into the register. Between these actions, the shareholders must make contributions to cover the share capital. They also have to appoint the management board. A supervisory board or auditors’ committee should be established if it is required by the agreement or by law. How to establish an LLC in Poland? What should you know before company registration in Poland? You can find the answers to these questions in the entry below.

What steps should be taken to register a limited liability company in Poland?

Registration of an LLC is quite a formal process. It requires a number of activities specified in the Code of Commercial Companies. They consist of:

  • conclusion of the contract of an LLC,
  • making contributions by the shareholders to cover the company’s share capital,
  • appointing the management board,
  • appointing a supervisory board or auditors’ committee,
  • registration of an LLC, i.e. its entry into the register.

Conclusion of the LLC’s contract – what should be included in the articles of association of a Polish company?

The process of establishing a limited liability company in Poland is initiated by the conclusion of the company’s contract. The obligatory elements of the contract of an LLC are specified in Art. 157 § 1 of the CCC. It indicates that the contract of an LLC must determine:

  • the company’s name and registered office,
  • the scope of business activity,
  • the amount of the share capital,
  • whether a shareholder may hold more than one share,
  • the number and nominal value of the shares owned by each shareholder,
  • the duration of the company, if defined.

A detailed description of what an LLC agreement should contain can be found in our article: Articles of association of a Polish limited liability company.

The agreement of a limited liability company should be included in form of a notarial deed. The formal requirements of the notarial deed are specified in the Notary Public Act. Current regulations also allow for registration of an LLC via the Internet. More specifically, via the S24 portal, managed by the Ministry of Justice. The system provides a set of standard documents that you must fill in an electronic form.

Signing the company’s contract in a form other than a notarial deed or a standard contract available in the S24 system results in its nullity.

Upon the conclusion of the contract, the limited liability company in organisation is formed.

Company registration in Poland – contributions to cover the company’s share capital

Another step that must be taken concerns contributions to cover the share capital. The shareholders have to make contributions before registration of a limited liability company. If the share is taken at a price higher than the nominal value, one must also pay the excess.

The obligation to make contributions results from the contract of an LLC. It defines the number and nominal value of shares acquired by each shareholder. If the company’s contract was concluded with the contract template, one can cover the share capital after its entry into the register. This must be done no later than 7 days from the date of entry.

What is important, the share capital of a limited liability company should be at least 5,000 PLN. It can take both pecuniary and non-pecuniary forms (e.g. receivables or property).

Appointing of the management board in a Polish company

The appointment of the first management board must take place before LLC’s registration. The CCC does not specify rules for the appointment of a management board in the LLC in organization. Thus, it should be done according to the rules governing the appointment of board members in an already registered company. As a rule, members of the management board are appointed by a shareholders’ resolution. It must be adopted by an absolute majority of votes.

Establishment of the supervisory board or auditors’ committee and appointment of their members

As a rule, the supervisory board and the auditors’ committee are not obligatory bodies of an LLC. The obligation to establish them arises only in the case specified in Article 213 of the CCC. It corresponds to the following situations:

  • the share capital exceeds 500 000 PLN,
  • there are more than 25 shareholders.

Both premises must be met at the same time. Members of the above-mentioned bodies must be appointed before registration of an LLC.

Registration of an LLC in Poland – entry into the register

The last stage necessary to establish an LLC is its entry into the relevant register. Registration of a limited liability company is preceded by registration proceedings. They are initiated at the request of the company. Management board or a legal representative may represent the company in this process.

According to Article 169 of the CCC, there is a timeframe for reporting a company to the registry court. It shall be done within 6 months of the date of conclusion of the articles of association. The notification must be made by the management board in its full composition. The company may also appoint a legal representative for this purpose.

The Act on the National Court Register and the Code of Civil Procedure govern the registration proceeding. They also govern the process of applying for registration. The entry is made based on a court order and is effective upon entering the data into the register. As soon as the decision is issued, the LLC in organization transforms into an LLC, i.e. a separate legal entity.

Company registration in Poland – summary

Limited liability company is currently a very popular form of business in Poland. Due to its complexity, the registration of an LLC may seem difficult. The correct formulation of the articles of association is particularly important. Including relevant provisions will protect both the company and its shareholders. Even in case of unforeseen circumstances.

If this article was interesting for you and you want to know more on the topic it concerned we encourage you to contact us. Are you looking for an accountant in Poland? Specialists from our accounting firm in Poland, Warsaw will be happy to help. If you are interested in company formation in Poland visit our dedicated landing page.

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Marek Cieślak

CEO CGO Finance