Poland: S24 – registration of a limited liability company within 24 hours in Poland

On 1st of January 2012 an amendment to the Code of Commercial Companies has come into force, providing a possibility of establishing a limited liability company via Internet in 24 hours.  Appropriate regulations by Minister of Justice give specific rules and conditions of such registration; also, an on-line application on the Ministry’s website is already available.

Above all, it must be noted that at least for the time being, the application is only available in Polish. However, any natural person can sign documents in the system on behalf of another person (either natural or legal); it is only required to indicate the basis of such entitlement (i.e. the power of attorney) as well as identification of the person represented (name, ID number, or a number in relevant register etc).

According to the regulations, it is possible to grant a special power of attorney in the Internet system, for all actions required to register a company in the system. However, this option could not be verified just yet, due to technical breaks on the website.

As regards the content of the articles of association introduced in the regulation, some provisions are obligatory (such as the establishment of a company for an unspecified period of time), while for other provisions the user can choose from among several possibilities, for example, concerning: redemption of shares,  company’s consent to sell or pledge shares, voting rights of a pledgee or usufructuary, paying an advance on dividend, establishing a supervisory board (when its establishment is not obligatory), shareholders’ consent concerning disposal of rights or contracting an obligation exceeding twice the amount of the share capital. After the first authorized person has signed the form, any modifications of the content of the company’s articles of association are impossible. It should be underlined that amendments to the articles of association shall only be possible by way of standard proceedings, which means, in particular, that such amendments must be drawn up in the form of a notarial deed.

All data normally required in paper forms when registering a company in a traditional way (such as, for example, the address, the relevant court, scopes of activity) as well as attachments (i.e. list of shareholders, statements of the members of the Management Board on cash contribution in full) must be introduced to the system too.

As for technical aspects, it should be noted that creating an account requires providing personal data, as well as choosing a login and a password. As regards authentication when establishing a company, an electronic signature consisting of a login and a password, or a safe electronic signature verified with a valid qualified certificate are equally acceptable. Starting on 1st of June 2012, it shall be also possible via certified profile in e-PUAP system (electronic platform of public administration services). If the form is to be signed by several persons, they should all be indicated while drawing up the form. The form is considered signed once all authorized users have signed it. All signatures must me made during the same session in the system which means in practice, that all the users must be present at one and the same computer in order to sign the form. In case of signing the application on behalf of another person, the basis for such entitlement must be presented, as mentioned above. It is always required to create an account in the system in order to be able to sign any documents and introduce other data.

One of the persons among those who signed the form should submit the application to the court. This is only possible after the court fee has been paid via eCard system. Once the payment is done, the form is automatically transferred to the court, where the registration finally takes place.

Nevertheless, it must be noted, that certain documents  ought to be submitted to the Court in paper form within 7 days of the registration date. This applies to specimen of signature of each member of the Management Board (confirmed by a notary) and  statements of the members of the Management Board on cash contribution in full if it was not attached to the application when registering the company.

It should be noted that at present, modifications are being introduced to the electronic system, so some technical details and solutions might change in the course of these works.

Stand: Mittwoch, 11.01.12

Imprint | Legal Disclaimer | Privacy Notice