How to register a company

Lawyers suggest how to register a company

Capital companies (i.e. a limited liability company and a joint-stock company) in organisation upon entry into the National Court Register (KRS) become a limited liability company and a joint-stock company, respectively, and acquire legal personality. Thus, from that moment they become subjects of rights and obligations. Partnerships (general partnership, partnership, limited partnership and limited joint-stock partnership), on the other hand, are established upon entry in the register.

Registration is therefore an essential element for any of the above-mentioned commercial companies to operate.

Registration of the company consists of filing the relevant documents with the National Court Register to register the relevant disclosable information in the Register of Entrepreneurs.

In order to register a corporation or partnership, complete documentation including:

  • duly completed official forms (application as the basic form and the corresponding annexes),
  • the required documents concerning the company, its shareholders and its bodies.

Printed forms can be downloaded from any District Court. They are also available on the website of the Minister of Justice under Registers and Records / National Court Register.

The fee - a fixed entry on the application to register any partnership or limited company - is PLN 500, while the mandatory fee for announcing the company's entry in the register in the Monitor Sądowy i Gospodarczy (MSiG) is a cost of PLN 100.

Confirmation of the payment of these fees to the bank account of the competent district court is best submitted with the application, which will speed up the registration procedure.

The completed application together with complete documentation may be submitted in person at the office of the competent district court or sent by post. It is also possible to do this electronically, but this eventuality is subject to strict requirements concerning the form of the application and the manner of submission.

The online submission of an application is only possible via an ICT system. This system is available on the website of the Ministry of Justice, except that only registered users may use it. Applications and annexes must bear a secure electronic signature verified with a valid qualified certificate. The same applies to documents on the basis of which an entry is made in the KRS.

Forms necessary to register a company

  • The basic form for general, partner and limited partnerships is the KRS-W1 form. In turn, the following forms are attached to it: KRS-WB, KRS-WC and KRS-WD. The basic form for a limited joint-stock partnership is KRS-w2, and the attachments to it are KRS-WB and KRS-WG.
  • The basic form for a limited liability company is the KRS-W3, and the relevant annex is the KRS-WE.
  • As far as the joint-stock company is concerned, the basic form is the KRS-W4 and the attachment is the KRS-WG.

In addition to the above forms belonging to specific types of companies, there is also a catalogue of common forms - specific to each company. These are the following forms: KRS-WA, KRS-WH, KRS-WK, KRS-WL, KRS-WM and KRS-ZN.

The above-mentioned KRS forms must be accompanied by a number of documents, which are submitted in the original, or by copies or extracts containing an official certification. These include:

  • the memorandum and articles of association (contract, statutes) - if this document is drawn up in the form of a notarial deed, an extract of this deed must be attached,
  • written consents coming from the persons appointed to represent the entity to be entered in the register,
  • a document confirming the appointment of the members of the board of directors of the limited liability company, joint-stock company and partnership (if, of course, a board of directors has been established therein), as well as the appointment of the other bodies (the names, forenames and addresses of the members of the board of directors shall be shown on an additional sheet),
  • a list of shareholders with their addresses for service,
  • list of addresses of the members of the management board of the limited liability company,
  • declaration of the management board on the contribution of capital (applies to limited partnerships, limited liability companies and joint stock companies),
  • in the case of the formation of a single-member limited liability company or joint-stock company, also a written indication of the name, business name and registered office as well as the address of the sole shareholder.

Registration of companies in the practice of law firms

In the registration procedure, it is very important that all forms are completed correctly and that the documents to be attached are drawn up correctly. Any mistake runs the risk of the application being returned and thus having to be resubmitted.

Lawyers specialising in company law are experienced in guiding their clients through the registration procedure. They not only draw up the required documents, but also provide consultations and clarify ongoing doubts. If you value professional legal assistance enabling the registration procedure to be successfully completed, cooperation with the law firm will be an excellent move.

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