Registration of Companies

Company registration with Ready2Go: the full scope of services

Setting up a commercial company requires completing a number of formalities, including those relating to the documentation that then has to be filed with the court. The general procedures are similar for all types of company, but there are quite significant differences between them, for example in the requirements regarding the minimum share capital or the content of the articles of association or statutes. Right from this stage, entrepreneurs need professional support, and they can count on it at Ready2Go. We offer end-to-end assistance in registering the following types of company:

• • a joint-stock company,
  • a limited liability company,
  • a limited partnership.

For a joint-stock company, only the standard registration procedure is available, whereas for the other types we also offer an electronic option. We also sell ready-made companies, which significantly simplify and speed up starting a business.

Drawing up the articles of association: the first step in setting up a company

Drafting the content of the company’s articles of association or statutes is one of the most important stages of forming a business (it is required by the provisions of the Commercial Companies Code). To register the entity with KRS, this document must be signed by the persons specified in the regulations and, in certain cases, take the form of a notarial deed.

Under the law, the agreement drawn up for a limited liability company and a limited partnership should contain at least the following information:

• • the business name and registered office,
  • the scope (type) of business,
  • the period for which the company is to exist, if applicable,
  • for a limited partnership, additionally: a statement of the contributions and their value made by each partner, and the limited-partnership sum (suma komandytowa),
  • for a limited liability company, additionally: the amount of the share capital, the number and nominal value of the shares taken up by each shareholder, and whether a single shareholder may hold more than one share.

Registering a joint-stock company, on the other hand, requires drawing up statutes, which under the regulations must also contain certain elements, including:

• • the business name, registered office and, where applicable, the duration of the company,
  • the type of business,
  • the amount of the share capital,
  • the number and nominal value of the shares, and whether they are registered or bearer shares,
  • the identification of the company’s founders,
  • information about the management board and the supervisory board,
  • the manner of sharing in the profit and in the distribution of assets.

At Ready2Go, we will prepare a draft of the articles of association or statutes for you, so that it meets the formal requirements and the provisions specified by the company’s founders.

A joint-stock company: who can set one up?

This type of capital company is most often chosen by businesses that want to go public (float on the stock exchange) or for which this legal form is required by separate regulations. Its founders may be both natural and legal persons, in any number. It may also be a single entity, provided that this entity is not a limited liability company.

Setting up a joint-stock company requires share capital of at least PLN 100,000, as well as the shareholders taking up a number of shares whose combined value is at least that amount. It is worth mentioning here that an important feature of a business in this legal form is that shareholders are not personally liable for its obligations. The company is liable for them with all of its assets. Authority within it is exercised by the general meeting of shareholders, while it is represented by the management board. The supervisory board is also a mandatory body.

Registering a joint-stock company with KRS

In order to register a joint-stock company with the National Court Register (KRS), just as with a limited partnership or a limited liability company, you must meet the requirements set out in the Commercial Companies Code as well as the formal requirements of the official procedures. The steps to be completed include, among others:

• • forming the company by its founders and signing its statutes,
  • the shareholders making their contributions,
  • appointing the management board (and the supervisory board),
  • completing the KRS forms,
  • preparing all the documents required as attachments to the application for entry in KRS,
  • paying the court fees.

You can count on our firm’s support in completing the above formalities involved in registering a joint-stock company. We also provide assistance in preparing the registration documents for the relevant tax office, including for VAT and EU VAT.

Registering a limited liability company

This type of capital company is characterised by the limited liability of its shareholders for the company’s obligations (the company is liable for them with all of its assets, and the shareholders only up to the amount of capital they have contributed), and it is one of the most popular legal forms for businesses in Poland.

A limited liability company may be set up by natural or legal persons, except where the sole founder would be a single-member limited liability company. The share capital should be at least PLN 5,000 (it may be contributed in cash or as an in-kind contribution), and the nominal value of a single share may not be lower than PLN 50.

Registering a limited liability company, like registering a joint-stock company or a limited partnership, requires completing certain formalities. These include, among others:

• • drawing up the articles of association and having them signed by all the shareholders,
  • filing the application for entry in KRS together with all the necessary attachments,
  • paying the court fees.

Whichever way you choose to complete the formalities, you can count on comprehensive help from our firm: from drawing up the articles of association, through filing the application with KRS, to preparing the notifications for the tax office.

Registering a limited partnership

This type of business belongs to the category of partnerships: its characteristic features are the lack of legal personality and a specific division of liability among the partners. These partners are:

• • the general partner, who is liable for the company’s obligations with all of their assets and may represent it externally,
  • the limited partner, who bears liability only to a limited extent or not at all, and may represent the company only as an authorised representative (proxy).

For this legal form, no minimum share capital is required. Please note that, since 1 January 2021, a limited partnership has been a corporate income tax (CIT) payer, so the company itself pays CIT on its income. In addition, the partners are taxed on the profits distributed to them: a general partner may deduct their share of the CIT paid by the partnership, while a limited partner may benefit from a partial exemption under the conditions set out in the regulations. The partnership is also a VAT payer.

Registering a limited partnership requires completing the following steps:

• • drawing up the partnership agreement,
  • filing the application for entry in KRS together with all the necessary attachments,
  • paying the court fees.

At Ready2Go, we offer full support in completing the formalities both by the traditional route and through the online S24 system, which lets you register a company within a single day.