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The Trade Register in Poland is an electronic database with information about entrepreneurs and companies. Any company incorporated in Poland needs to be registered at the Polish Trade Register and this register is managed by the Polish Ministry of Justice.
Several steps need to be completed when registering a company in Poland and the process starts with choosing a suitable business form. This is important because in some cases the general registration process will vary according to the chosen type of company. For example, the sole trader or the partnership will have lighter requirements and will imply fewer costs than the private limited liability company.
Our Polish company formation experts can help you with all the necessary information if you want to open a company in Polandand can give you specific details about the different registration requirements. Below we describe the main steps needed to register a new Policy company and we also highlight the functions of the Trade Register.
How to register a company in Poland
Legal entities in Poland must be registered in the National Official Business Register (REGON). Companies have a REGON number and the online platform of the National Official Business Register can be accessed by anyone searching for specific information about a registered Polish company.
Companies must also be registered with theNational Court Register(KRS) and must obtain a Tax Identification Number (NIP) and a VAT number. Companies registered in Poland must have a bank account opened in their name, where the initial capital of the company will be deposited after the company is incorporated. The information about the companies that can be found in the National Court Register is public. In general, the information maintained by the registry is quite extensive and it includes data like: the corporate form of the company, its NIP and REGON number, addresses, the amount of initial share capital, the representatives of the company, the supervisory bodies, the object of activity, information about outstanding payments, company creditors, information regarding the liquidation or dissolution of the company and other relevant data.
There are two distinct phases for company registration that we can refer to when highlighting the main steps that need to be followed by investors. The pre-registration steps refer to choosing the company particulars, such as:
-the company type: investors can choose between several business forms such as the sole trader, the partnership, the private or the public limited liability company.
-choose the company name: this must be unique and a company name verification can be performed with the help of our online tool;
-choose a company activity type: this is an important step because it will later determine the need to apply for additional permits and licenses;
-select the PKD code: the Polish Classification of Activities code is the one that will indicate the type of activity the company engages in and it is structured in general sections, for example, agriculture, trade, transport, as well as sub-sectors; investors can choose very specific activities.
The registration of a Polish company
Once these details have been settled, it is time to prepare the company documents, submit the minimum share capital (which needs to be partially subscribed upon registration for some types of companies) and then proceed with the actual registration with the Trade Register. The formalities for the private limited liability company, or the Polish Sp.z.o.o., which is a popular business form among investors, make it mandatory to notarize the articles of association. Before this step, our team of Polish company formation agents can help investors draw up the documents, as they may need to include special clauses in the Articles of Association. Opening a bank account also becomes mandatory during this stage for submitting the minimum share capital for the Sp.z.o.o.
The documents that are attached to the application form in case of a limited liability company are the following:
-the method of establishment and the organs of the legal entity;
-the subject of activity;
-the Articles of Association;
-a statement issued by the Management Board regarding the capital contribution;
-the documents appointing the company’s members;
-a list including all of the partners;
-the identification details for the Board Members;
-the business name and registered office;
-proof of payment for the needed registration fees.
When the registration is performed online, the electronic documents are to be certified by a qualified electronic signature.
Some of the fees that apply for the registration of a limited liability company include the court fee for entry as well as the fee for announcing the entry in the Court and Electronic Monitor.
For sole traders, the registration is simpler in as that the applicant only needs to provide an identity card in most cases.
The National Court Register examines the application for registration in approximately seven days from the receipt date. Should the register decide that the limited liability company cannot be included in the register, the applicant has the right to appeal and can lodge this appeal with the district court, accompanies by a justification. However, we do recommend avoiding this by working with our agents when you decide to open a company in Poland.
The company receives the NIP number automatically. Those companies that choose to become VAT payers from the beginning can choose to register from these initial stages. Investors in Poland also have the option to register as VAT-EU taxpayers when they will be purchasing services or doing business with other companies in the EU.
Post-registration steps for a Polish company
The company’s registration will also be notified to the Social Insurance Institution. This institution also receives notifications for hired employees.
Obtaining a business license is one of the final steps before the company can legally commence the business activities and it is done after the registration with the National Court Register. Our team of agents who specialize in company formation in Poland can help you during this stage as different types of business activities will require specialized permits obtained from adequate authorities or institutions in Poland.
The Polish Trade Register
The Polish Trade Register is divided into three sections. The Register of Entrepreneurs in Poland contains details about individuals that perform any types of business activities in Poland. There is also the Register of Associations, social and professional organizations and public health service establishments and last but not least, the Polish Trade Register has a section for insolvent debtors in Poland, containing natural persons who have been declared insolvent by law. In Poland, a company under registration is a company that has been established but has not yet been registered in the National Court Register.
Besides company registration in Poland, the Trade Register also has the role to inform the public about the legal status, economic situation and other details about entrepreneurs and organizations. Therefore, access to the Polish Trade Register is facilitated and is available both by electronic means, on the website of the Ministry of Justice and at the local offices throughout Poland.
A company in Poland can be incorporated and registered even if the foreign investor willing to open a Polish company cannot be present in the country at the time of the incorporation. He or she must appoint a representative and draw up a power of attorneythat must include an apostille. Our Polish company formation agents are qualified to assist and represent you during these procedures.
Call us now at +48 42 663 65 03 to set up an appointment with our company formation agents in Poland. As a CGO Legal Counseling client, you will beneficiate from the joint expertise of local lawyers and international consultants for opening a company in Poland.
Michał Gawlak - Partner / Attorney-at-Law
Jakub Chajdas - Partner / Attorney
Piotr Owczarek -Partner / Attorney
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