Online registration of an LLC in Poland. How to set up a Limited Liability Company in Poland?

Registering a limited liability company in Poland has never been simpler. Since 2012 you can set up an LLC ("spółka z o.o." in Polish) via the s24 portal. This allows you to register a company without having to visit a notary. For some reason, however, relatively few people decide to take advantage of that possibility.

General advantages of establishing a company in the s24 system

First of all, establishing the limited liability company on s24 webpage can save you a considerable amount of time and money. As we mentioned before, you will save on a notary’s fee as you won’t need their help. But what makes the process really convenient, is how fast it is. The name of the portal suggests that the company should be registered within 24 hours after you enter the data into the system. At this point it is worth mentioning that the procedure is quite simple, and should not be a challenge to you.

What should I know before I set up an LLC over the Internet?

Even though the establishment of a limited liability company via the Internet is fairly simple, it still requires prior preparation. We have included the most important pieces of information below. Keep these points in mind when preparing to register your company online.

  1. First of all, you need to acquire a trusted profile („Profil Zaufany”) or a qualified electronic signature to register a limited liability company in the s24 system. It is worth obtaining one of these forms of verification beforehand. You can obtain your trusted profile on the ePUAP platform. Unfortunately, at the time of writing this article (October 20th, 2022) the services are available only in the Polish language.

  2. It is necessary that each partner (and every person that is not a partner in the company but will become a member of the management board) creates an account on the s24 website. Additionally, all persons have to be logged in on their accounts during the registration. 

  3. Your documentation should be properly prepared and in order. You’ll need company articles of association, partner details, members of the company’s bodies and the PKD of the company. Having the documents near you can significantly shorten the time needed to establish your enterprise.

  4.  Speaking of the documents: when preparing a limited liability company agreement, you must adhere to the restrictions. You should apply the template of an LLC agreement. You should remember that — as a rule — you cannot interfere with or alter the content of the contract template. In certain paragraphs you can only enter numerical values. Some paragraphs will allow you to choose from two to four options for the provisions of the contract. Of course the template will also allow you to determine the amount of contributions, entries for the distribution of profits and losses, the representation of the company etc.

  5. It is worth noting that, when establishing the company via the Internet, you can only foresee cash contributions. The in-kind (or non-monetary) contributions will not be taken into account.

Creating an s24 account

You can register a limited liability company online at https://ekrs.ms.gov.pl/s24/. It is a website provided by the Ministry of Justice. As we mentioned before, you have to create an account on the website to register your LLC.

Unsurprisingly, you’ll be asked to provide your e-mail address and create a password that meets the requirements. Bear in mind that you will use the chosen e-mail every time you log into the system. After you enter those data, you will be asked if you understand that you’re required to provide true and accurate data and you’re aware of the legal consequence if you fail to do so. If you do, tick the checkbox.

The next step will be to authorize freshly created account by means of a qualified signature or a trusted profile („Profil Zaufany”) on the ePUAP platform. All your electronic applications will be authorized with the chosen method.

Establishing a limited liability company online

You can start setting up your limited liability company immediately after logging in. This step requires all the persons included to be near the computer, so they can validate the documents. You have to make sure that all partners and persons included in the management board who are not partners are present to sign the documents. If, for whatever reason, any of the persons is not able to be there, you have to find a way that will allow them to participate and sign the documents remotely.

This is the step that requires all of the documents, including: agreements, details of partners and members of the company’s bodies, PKD (the subject of your company activity), and address details. Remember to have them at hand, as this can significantly accelerate the process.

If you’re ready to start, go to the „My enterprises” tab and add a company. You’ll be required to enter the name of your company. Do not add „limited liability company” nor any other words or abbreviations.

Your next step is to add selected documents from the available list. This includes articles of association, list of partners, declaration of share capital contribution, and power of attorney to conclude partnership agreement. The last document is needed in the event any of the partners is represented by an attorney. Now you can also appoint a proxy by signing an electronic resolution.

The article of association should indicate:

  1. Details of shareholders:

     

    a) natural persons:

    – names and surnames,

    – PESEL numbers or passport data (i.e. numbers, series, addresses details, and information about the issuing authorities),

    or 

    b) legal persons:

    – KRS numbers (in cases of the entities registered in the National Court Register),
    – names and legal forms of the entities,
    – addresses of the entities.

  2. PKD of the registered company.  The partners can select the PKDs in detail (at the subclass level).

  3. Data of the bodies of the registered company. This include the data such as names of the persons that are to become members of any of the bodies.

  4. Data of the share capital, and the amount of shares. Please note that only monetary contributions are considered.

  5. Specific options that will be added to the contract template. You will be able to alter a limited number of paragraphs. The rest must remain unchanged.

Registering an LLC company: how to sign the documents?

So you have entered all the data, filled in the contract template and other documents, and now are ready to sign the documents. Every partner and every person who is not a partner but will be a member of the management board shall sign the documents electronically. However only partners need to sign the articles of association.

You need to remember that after the partnership agreement has been signed by the first partner, it cannot be modified. You should carefully check articles of association before having it signed by the first partner. Any changes made after the first signature has been signed would force you to start the process over.

When all the documents are signed, you can attach them to the application for entering the company into the National Court Register („KRS”). Once you attach them, you need to complete the application itself. The application lets you to set your competent district court, a predominant object of activity and up to nine secondary areas of activity (so-called PKDs). All of those data will be entered into the KRS. You should also enter the data on members of the governing bodies. Finally, the application must be signed by every member of the management board of your limited liability company.

Registering a limited liability company over the Internet: additional documents 

After you have signed all the documents described in the previous step, you are reqiured to complete and attach additional documents. The documents that have to be submitted include:

  • a statement informing whether the applicant (company) is a foreigner within the meaning of the Act of March 24, 1920 on the Acquisition of Real Estate by Foreigners;

  • list of addresses and deliveries of persons appointed to represent the entity entered in the Register. As a rule, this means all members of the management board and possibly commercial proxies. The list should contain the name and surname of the natural person and their correspondence address;

  • list of addresses for service of partners authorized to appoint the company’s management board. In this case, the name and surname of the natural person and the correspondence address should also be provided. The name and correspondence address of the members of the legal entity’s representation body may also be provided.

It is also worth noting that the system does not provide any templates for any other additional documents. Therefore you have to upload them as „external documents”. In the case of the list of addresses for service of persons appointed to represent your company, you should add them in the „OTHER” category. Should you not attach such a list, the registry court may request you to submit it. Needless to say, it would considerably lengthen the process of registering your LLC.

Registration of a limited liability company via the Internet in Poland

The last step you need to undertake is online payment for the registration. You will be forwarded to the e-Card system. Once the payment is made, your documents will be automatically sent by e-mail to the appropriate registry court. Then they will be anlysed and if they would be found not complete, the shareholders would be asked to remedy for the shortcomings. If you have not received a summons, it means your company should be registered within 24 hours from the receipt of the application to the court.

On rare occasion it may be necessary to submit documents in paper form. Such a situation could occur if, for example, you have not submitted a statement that the contributions to cover the share capital had been made. In such a situation the management board would have to submit said declaration within seven days from the date of registration the LLC to the registry.

After the entry into the register of entrepreneurs of the National Court Register, the registry court will transfer the company’s data to the systems of Taxpayers Records and the Central Statistical Office. This means that NIP and REGON will be issued ex officio. Thanks to this you would not have to apply to the tax authorities for assigning taxpayer identification numbers. Regretfully, your obligations do not end here. The company is required to report the beneficial owners of the company to the Central Register of Real Beneficiaries („CRBR”). Moreover, it may be necessary to report your limited liability company as a VAT payer.

Establishing the limited liability company via the Internet — summary

Undoubtedly, the registration of a limited liability company over the internet has many advantages. First of all, it is much cheaper, and requires less time than its alternative — the conclusion of a partnership agreement in the form of a notarial deed. The registration itself should take place within 24 hours of submitting the application. Additionally in the recent years the formal requirements of the application have been relaxed.

For many these advantages alone may be incentive enough to choose an electronic application. It is also worth adding that in the case of registration of a limited liability company in electronic form, also later changes can be made in this way. However, you lose this privilege once you make any changes in a traditional way — with the help of a notary.

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