The limited liability company is the most common form of business entity with legal personality in Poland and the registration of a Polish limited liability company has been simplified since 31 March 2009, by setting new regulations on the registration with the National Court Register. Poland has introduced the principle of one-stop shop, which simplifies and speeds up the registration process. Any entrepreneur can register a limited liability company in Poland in seven main steps, that imply certain procedures and start-up costs:
1. The first task in the registration of a limited liability company in Poland consists in signing the instrument of incorporation in the form of a notarial deed, which must take place in Poland in the presence of a notary public. At the same time it is necessary to sign a statement for the company's shares.
2. Limited liability companies in Poland must be entered into the National Court Register (KRS). The application for entry must be submitted on the appropriate form available at the premises of the courts and on the website of the Ministry of Justice. Application for entry into the National Court Register will be considered by the court within 14 days from the date of its deposit.
It should be noted that the company acquires legal personality from the moment of its entry into the registry. An application for entry in the National Court Register is applied along with the proof of payment of court costs and, if necessary, the cost of publication in the Court and Economic Monitor.
Other documents required are: the certificate of incorporation; a list of company's members and their shares, statements of the shareholders to bring the members of the board, officially certified signatures of persons authorized to represent the company.
3. Within 14 days from the date of issuance of the certificate of registration from the National Court Register, the entrepreneur must go personally to the Statistical Office with jurisdiction over the place of business and apply for the registration of tax number (number of entries in the National Register of Economic Entities).
4. The next step in the procedure of registering a limited liability company in Poland consists in obtaining the NIP (tax identification number) and VAT number. To obtain a tax identification number, the entrepreneur must submit an application form which must be deposited at the tax authority in the city/municipal office. The issuance of the NIP is free of taxes.
To obtain a VAT number (with a fee of PLN 170), before the execution of the first invoice, there must be submitted an application for registration of VAT at the Tax Office.
It can also be issued a VAT-R/UE, applied for companies that provide services to EU customers (except Polish), or for those companies that make purchases or deliveries within the European Community. The application for the registration of VAT-R/UE number does not involve any costs.
5. The entrepreneurs must also open a current bank account, procedure also included in the registration of a limited liability company in Poland. To open a current account, there must be submitted an application form, along with the proof of identity, certificate of entry in the KRS, the certificate granting tax identification number.
6. Every entrepreneur is obliged to pay social security contributions and /or health insurance and must provide a certificate to ZUS (Social Insurance Office) within 7 days from the date of commencement of business. The report may be filed directly at the appropriate ZUS branch, via mail or electronically if the entrepreneur has a secured and authenticated electronic signature.
7. The employer must, within 30 days from the date of commencement of activities, inform in writing the National Labour Inspectorate and the State Sanitary Inspection about the location, type and scope of its operations and number of employees. This action is the last one required to register a limited liability company in Poland.
Our lawyers in Poland can help you in the procedures of company formation in Poland, including for registering a limited liability company. Please contact us for further information.