What is a limited liability company?
Limited liability company belongs to the category of capital companies and its full legal regulation can be found in the Commercial Companies Code. Registration of a limited liability company is one of the basic elements of establishing this kind of entity – without an appropriate entry into the National Court Register it will be impossible to undertake effective business activity. It is worth mentioning, however, that for the period of first 6 months from the day of concluding the articles of association the limited liability company does not have to be registered in the National Court Register and can simultaneously function in legal and economic turnover as a limited liability company in organization.
Registration of a limited liability company
Registration of a limited liability company is nothing else than entering it into a proper KRS register. For the time being it is possible only in electronic form, formerly it was also possible to submit applications in ordinary written form.
Registration of a limited liability company requires drafting a contract of such a company – it can be done either in a form of a notarial deed (in any office in Poland) or by using a contract template in the S24 system (which allows to establish and register a new limited liability company quickly).
It should be remembered, however, that the second way of establishing a company is allowed only when each of the partners has an active trust profile or a certified electronic signature. Lack of such a signature or an active profile makes it impossible to establish a company via the Internet (then only the notarial method remains).
If the future partners decide to establish a limited liability company via the S24 system, formalities related to the registration of the entity will also take place via that system. In other words, S24 makes it possible to prepare not only the required incorporation documents for the new limited liability company, but also to draft, pay for and then send a registration application to the competent commercial court. This form of registration requires the preparation of the following documents:
- contract of the limited liability company.
- a statement whether the company is a foreigner within the meaning of the Act on foreigners of 12 December 2013,
- a list of addresses for service of members of the authority or persons entitled to appoint the management board,
- list of addresses for service of persons representing the company liquidators or proxies.
Registration of a limited liability company through the Court Register Portal
If the limited liability company was established by means of a notarized contract, the only way to register it is through the Court Registers Portal. This system is functionally similar to S24, however it constitutes a completely separate method of registration of commercial companies in the National Court Register.
Court Registry Portal allows you to prepare an appropriate application to the National Court Register, attach a notarial deed – a contract of a limited liability company, pay for it and send it to a court of your choice. Remember that the shareholders must have an active trusted profile or a certified electronic signature to send the registration application to the National Court Register.
Is registration of a limited liability company obligatory?
To answer the above question – yes, registration of a limited liability company is a statutory obligation and determines the possibility of legal operation of the entity on the market. According to art. 163 KSH, in order to establish a limited liability company it is required to:
- Concluding the articles of association;
- Shareholders make contributions to cover the entire share capital, and if a share is acquired for a price higher than the nominal value, also to cover the surplus, taking into account art. 158 (a form of contribution to a limited liability company to cover the share);
- appointment of the management board;
- establishment of a supervisory board or an audit committee, if required by the law or articles of association;
- entry in the register.
Obviously, a limited liability company can function as a company in organization for the first 6 months (then it does not have to be registered in the National Court Register), however, if it is not entered into the proper register after that time, it ceases to exist and cannot legally conduct any business activity. It is worth reminding here that the registry court may not refuse to enter a company in the register on the grounds of minor flaws, which do not infringe upon the company’s or the public interest and cannot be removed without incurring disproportionately high costs.
If you need legal assistance in this respect, please contact our Law Firm (tel.: +48 71 729 21 50 or e-mail: kanc[email protected]) – we represent clients all over Poland.
Article prepared in cooperation with INLEGIS