Setting up a company in Poland – online or before a notary?

Executing the articles of association of a limited liability company in Poland can take place in two ways – before a notary or online. Each option has its pros and cons. We check which way of executing the company’s articles will work better for foreigners starting their business in Poland.

Limited liability company – executing articles of association

Registration of limited liability companies in Poland can take place in two ways:

• online by filing an application for registration in the National Court Register and model articles submitted through the S24 portal,
• online via the Court Registers Portal (PRS) portal after signing the articles of association before notary, the articles of association are drawn up in the form of a notary’s deed.

It should be noted that the fact of establishing a company, by executing articles of association, is not tantamount to registration of a new company or giving the company legal personality, because for this it is necessary to enter the company in the business register of the National Court Register.  The method of registering a company in the National Court Register depends on the method by which the articles of association were executed – online or before a notary.

Below we present pros and cons of each of these two methods of setting up a company in Poland.

Establishing a limited liability company by traditional method – articles of association before a notary

A limited liability company (limited liability company) may be established by one or more shareholders, and a capital of at least PLN 5,000 is required to establish it.

Establishing a company by traditional method takes place in several steps:

• execution of the articles of association in the form of a notary’s deed,
• contributions by shareholders to cover the entire share capital,
• appointing the management board and establishing a supervisory board or audit committee, if required by law or articles of association,
• entry in the business register of the National Court Register.

The unquestionable advantage of establishing a company by traditional method is the opportunity to benefit from the knowledge and experience of a law firm.  At every stage, the client can count on support and legal advice. The solutions and provisions of the articles of association advised by a lawyer can save an entrepreneur many legal and financial problems in the future.

In addition, as part of legal advice, an entrepreneur starting business in the form of a limited liability
company, may receive useful tips as to how to incorporate in the articles of association the issues such as shareholders’ consent to the sale of shares, inheritance of shares, priority right when taking up new shares, etc.

The company’s articles of association should include certain provisions:

• business name and registered office of the company,
• objects of the company,
• amount of share capital,
• number and nominal value of shares subscribed by each shareholder,
• duration of the company.

There are many benefits of working with qualified lawyers and notaries, and a key to the foreigner, may be:

• no language barrier (most law firms offer services in English and also provide interpreter support),
• guarantee of compliance with local regulations – access to know-how on how to set up and run a company in Poland
• a package of additional services, e.g. corporate secretarial services, accounting services or support when hiring employees

Traditional method of starting a business in Poland also has some disadvantages.  The downside may be time, because it can take up to four weeks to complete all necessary formalities.

The purchase of a ready-made company on MyLegalStore  means that the client will be represented before a notary on the basis of a power of attorney, and each offered company is ready to start its business, has a guarantee of “clean” record and KRS, NIP and REGON numbers, VAT registration and, what is important, a bank account opened with a reputable bank in Poland.

Purchase of a ready-made company: Check the price of MyLegalStore packages

Setting up a company in Poland online via the S24 portal

An online establishment of a limited liability company consists in executing model articles of association through S24 portal.

The S24 portal offers all standard document templates, including the template of articles of association of a limited liability company provided as a ready-to-complete electronic form.

However, the forms on S24 are only available in Polish, which is a significant obstacle for foreigners. In addition, in order to use the functionality of the S24 portal, you must register a user account.

Account registration consists in entering data identifying the user and determining its profile. It is also required to submit a qualified electronic signature or a signature confirmed with the Trusted Profile and have a PESEL number.

In addition, in the case of several shareholders, each of the shareholders must have their own account in the S24 system.  If a legal person is to be a shareholder in a company established online, an account in the S24 system should be held by a person authorized to represent that legal person.

Formation of a limited liability company online, involves certain limitations:

• less freedom in shaping the content of the articles of association,
• no possibility of modifying the financial year, it must always be equal to a calendar year,
• the share capital may only be contributed by cash.

Company formation online or before a notary – summary

Registering a company before a notary provides much more flexibility than online formation, but it is more time-consuming and involves higher costs. The optimal solution may be a purchase of a ready-made company established in a traditional way, which avoids the need to go through the entire process of setting up a company from scratch, and at the same time gives an entrepreneur much more opportunities than registering a company on S24 portal.

At MyLegalStore we also offer the formation of a company directly in the name of the client, we take care of formalities and all communication takes place in English.

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