There are certain steps that need to be undertaken in order to register a company in Poland. Investors need to make several decisions before proceeding with company registration. What decisions shall future shareholder make before company incorporation?
Name of the company
In principle shareholders may freely decide on the name of their company, the only thing to remember is that chosen name has to be different from the names of companies already registered in the National Court Register. It shall also include the words “Limited liability company” or the abbreviation “Sp. z o.o.” or “Spółka z o.o.”.
Seat of the company
The shareholders have to decide where the seat of the company will be located. Seat is a city in Poland which will be mentioned in the Articles of Association. The company will also have to inform the National Court Register what is the address of the company. It is possible to sing a virtual office agreement and use this address as the address of the company.
Limited liability companies have a minimum share capital that has to be stipulated in the Articles of Association. This requirement derives from the wording of the art. 154 of the Polish Commercial Companies Code. The minimum share capital is PLN 5.000. It is possible to incorporate a company with higher share capital but it has to be remembered that if the company is incorporated via a traditional way – via a notarial deed – the notarial costs will be higher.
Scope of the activities
It is required to determine the company’s business on the basis of the Polish Classification of Business Activities (PKD). PKD is an official description of business activity which the companies may conduct. The investor shall choose 10 scope of activities from the official description that the company will conduct and one of them shall be chosen as the main activity. Our team will help you choose the official naming of the activities that you are planning to conduct.
It is required to provide following details of the shareholders:
- Name and last name;
- Marital status;
- PESEL if one holds PESEL number;
- Place of residence;
- Date of birth;
- ID number.
The amount of shares each shareholder is to hold and its value.
Details of the board members and the way they will represent the company shall be decided upon by the investor before the company is registered. Unless the articles of association provide otherwise, in order to effectively bind the company at least two directors (or a director and a proxy (prokurent)) must act together. The articles often tend to vary this rule and provide for either individual empowerment or empowerment dependent on the class of directors.