A limited liability company (hereinafter referred to also as LLC or a company) is one of the most popular kind of commercial companies setting up in Poland. Popularity of LLC is connected with quite small costs of its formation and existence and also security of the ?owners? of this company ? the shareholders of LLC are not financially liable for company?s debts. Sometimes it may seem that formation of LLC is not very difficult but every investor should remember that setting up a company is related to many activities which have to be undertaken according to numerous provisions of Polish legal acts.Â
In order to set up a company, shareholders have to specify financial and organisational objectives of LLC and the other organisational and structural issues. When all the arrangements are made, the investors will be able to agree the content of Articles of Association (AA) and organise a meeting in a notary office in order to sign the AA. The Articles of Association should include some mandatory provisions therefore it shall be advisable to consult a lawyer. Signing the Articles of Association is connected with some official fees and charges, as: notary?s fee, civil-law transaction tax, notarised copies of AA.
The next step is to convene a shareholders? meeting in order to appoint members of the Management Board (and the members of the other company?s body ? Supervisory Board ? if shareholders decided to create this company?s body). The best solution is to appoint them in the same notary deed as the Article of Association. What is more, each member of the Management Board should execute a specimen signature in a notary?s presence because specimen signatures have to be disclosed in the register of entrepreneur of National Court Register.
After execution of the Articles of Association, a limited liability company in organisation is formed. Then it should be undertaken next activities to finalise process of formation. First of all, the Management Board (or its plenipotentiary) ought to purchase or rent premises because the company needs an official address. Later it is recommended to open a bank account for the company in organisation. The shareholders should remit cash to pay up the company?s share capital ? determined transfer corresponding the value of the shares taken up in the company ought to be made from shareholders? bank accounts to the bank account of the company in organisation.
When the whole share capital is paid in by the shareholders, the Management Board will be able to sign a List of Shareholders and additional declarations required for registration of the company. The next task of the Management Board (or its plenipotentiary) is to file an application for entry of the company in register of entrepreneurs of National Court Register together with application for REGON number in the Voivodeship Statistical Office and application for grant of tax ID number (NIP) to LLC in Tax Office. Registration of the company in the National Court Register is connected with some charges, i.e. court fee and charge for announcement in Judicial and Commercial Monitor. Registration procedure lasts usually about 2-3 weeks. At the time of the registration, limited liability company in organisation becomes a legal person and since then its legal form sounds ?limited liability company? without supplement ?in organisation?.
After registration of the company and obtaining REGON number and tax ID number (NIP) ? what takes a few next weeks, the Management Board should order a copy of the Judicial and Commercial Monitor wherein the announcement of the company?s registration was published. Moreover LLC ought to notify its bank about the fact of registration.
Then the new-formed limited liability company can fully commence business operation. Because of the obligation to keep a ?full accounting?, LLC ought to open the books of account and notify a Tax Office if these books are kept by an external accounting practice. A company should also register for VAT (value added tax) with TAX Office and provide for European VAT registration, if the Management Board plans to carry out international business activity. VAT registration as well is connected with additional charge and of course takes certain period of time.
Within 7 days of hiring the first person to be covered by social security, the limited liability company is obliged to report to Social Security Office (ZUS) as a payer of social security contributions (in this way the company receives ID number, so called: NUSP). Within 30 days of hiring first employee, the Management Board should report to State Employment Inspection and State Sanitary Inspection.
As you can see, setting up a company in Poland takes a long period of time and is connected with necessity to undertake many small activities in determined time. Sometimes, especially when investors have to act quickly and efficiently, it seems that the best solution is just to buy a ?ready-to-go company?. Choosing this option, the investors can save much time and in a short period they may undertake business activity via limited liability company. In order to buy a company, the investors have to buy the shares in existing company signing an agreement in writing form with signatures certified by a notary. Then it remains only to change the Management Board and report these changes to the register of entrepreneur of National Court Register. If you are interested in buying a company, please visit: http://kuczekmaruta.pl/our-services/shelf-company-ready-to-go .
