Registering a Limited Liability Company (LLC) in Poland is a structured process that involves submitting various documents to the relevant authorities. These documents serve to establish the legal framework of the company and ensure compliance with regulatory requirements. In this guide, we'll outline the essential documents needed for registering an LLC in Poland and provide insights into their significance in the registration process.
Articles of Association:
The primary document that describes the internal policies and procedures that regulate the LLC is the Articles of Association. It contains clauses pertaining to the name of the business, the address of its registered office, the amount of capital invested, the rights and obligations of shareholders, the management team, the procedures for making decisions, and other crucial elements of corporate governance. To be considered authentic, the Articles of Association must be written in Polish and notarized by a Polish notary public.
Shareholders' Declarations:
Shareholders of the LLC are required to submit declarations confirming their intention to establish the company and specifying the amount of share capital they are contributing. These declarations serve as evidence of the shareholders' commitment to the company and their respective ownership stakes. Each shareholder's declaration must be signed and notarized to comply with legal requirements.
Proof of Share Capital Deposit:
Limited Liability Companies in Poland are required to have a minimum share capital of PLN 5,000. Shareholders must provide proof of depositing their respective contributions to the share capital into a dedicated bank account opened in the company's name. The bank statement or deposit confirmation serves as evidence of compliance with the minimum capital requirement and is submitted as part of the registration process.
Identification Documents:
All individuals involved in establishing the LLC, including shareholders, management board members, and authorized representatives, must provide valid identification documents. This typically includes a passport or national identity card, along with proof of address. For foreign nationals, additional documentation such as a residence permit or visa may be required to verify their legal status in Poland.
Power of Attorney (if applicable):
If any individual appoints a representative to act on their behalf during the registration process, a Power of Attorney document must be prepared and notarized. The Power of Attorney authorizes the appointed representative to carry out specific actions on behalf of the principal, such as signing documents or attending meetings and must be submitted along with the registration application.
Lease Agreement or Proof of Property Ownership:
Evidence of property ownership or a leasing agreement is required in order to register the LLC's registered office address. The lease agreement and the company's legal address should be made crystal apparent in the paperwork, along with the landlord's approval for the use of the space as the registered office. The LLC's formal correspondence address is its registered office address, which needs to be kept up to date for the duration of the LLC.
Notarial Deed of Company Formation:
Once all required documents are prepared and signed, a notarial deed of company formation (Akt założycielski) is drawn up by a Polish notary public. This document formally establishes the LLC and confirms compliance with legal requirements. The notarial deed is an essential part of the registration process and must be submitted to the National Court Register (KRS) along with other registration documents.
Tax Identification Number (NIP) and Statistical Number (REGON):
The LLC must apply for a Tax Identification Number (NIP) and a Statistical Number (REGON) from the appropriate tax authority after registering as a company. For statistical, compliance, and tax reporting purposes, these figures are crucial. These identification numbers are connected to the company's registration information and legal standing, making it easier to communicate with tax authorities and other government departments.
For setting up a limited liability company in Poland, you can contact our experts from OnDemand International.
