How to establish a limited liability company in the traditional way

Establishing a limited liability company by the traditional method requires signing a contract with a notary public and registering with the National Court Register. The process is more complicated than setting up a company online, but for complex corporate structures it is a necessity. In this article, we'll discuss the steps involved in setting up a limited liability company traditionally, the costs, and the time it takes.

Establishing a limited liability company. - what does the process look like and what is needed?

In some cases, establishing a limited liability company in the traditional way is a better method than the faster and simpler online procedure. The online path is only for establishing simple companies. If the structure of the company is complicated, then you need to use the traditional procedure. There are companies on the market that have in the scope of their activities establishing companies in Warsaw, Poznan, Krakow or other cities. They have an understanding of the local notary market and paved paths with the authorities.

Establishing a limited liability company starts with signing a memorandum of association with a notary. It must contain the following information:

• name and registered office of the company
• object of the company's activity
• share capital amount
• determination of the number of shares attributable to each shareholder
• number and nominal value of shares taken up by individual shareholders
• the length of time the company is expected to operate.

The conclusion of a contract for the establishment of a company marks its formation. At this point, it can already conduct business, hire employees, acquire rights and incur obligations. It is mandatory that at this time it must have the notation "in organization" in its name. The only practical limitation on the activities of such a company is that it is not possible to sell shares in it.

Przy wyborze siedziby spółki warto rozważyć wirtualne biuro z prestiżowym adresem do rejestracji firmy, profesjonalny odbiór i skanowanie korespondencji oraz usługę sekretariatu – kompleksowe rozwiązanie dla nowo powstałych spółek.

Registration of a limited liability company with the National Court Register

Even when choosing the traditional method for establishing a limited liability company, the Internet is an essential tool. Starting in the summer of 2021, applications for company registration with the National Court Register can only be submitted electronically. There is no other. All correspondence is also carried out exclusively by such means. 

The application for registration of a limited liability company is submitted through the Court Registry Portal. This applies only to companies whose contracts were concluded before a notary public. Registration on the portal must begin with creating a user account. After logging in, you can start completing the application.

Necessary documents for registration of a limited liability company.

The application for registration of a limited liability company with the National Court Register requires submission of documents, some of which are repetitions of the information contained in the appointment letter. In the application you need to provide:

• nazwę firmy, siedzibę i adres spółki;
• object of the company's activity;
• amount of share capital;
• information on whether a partner can have more than one share;
• the names, forenames and addresses of the members of the board of directors and the manner of representation of the company;
• the names and surnames of the members of the supervisory board or the audit committee, if established;
• if the partners have made in-kind contributions this must be noted;
• the length of time the company is expected to operate.

Share capital of a limited liability company. - how much is

The formal requirements when it comes to the share capital of a limited liability company are not high. A mere five thousand zlotys is sufficient for registration. After registration, it is not necessary to keep this money in some special account. You can spend it, for example, on the purchase of goods. 

However, it should be remembered that a company with a capital of several thousand zlotys is not very reliable. This is because this is the amount to which it will be liable if mistakes are made. 

How long does it take to form a limited liability company?

It is impossible to know in advance how long it will take to establish a limited liability company. It depends on many factors. Factors that prolong the procedure may be, for example, in-kind contributions from shareholders or the need to obtain permits and licenses for a particular activity.

The cost of a traditional limited liability company formation.

The expenses of setting up a company depend on the amount of share capital. A large part of the money has to be left at the notary. But with a share capital of five thousand zlotys these are not dizzying amounts. The fee for the notary will be less than 200 zlotys. On top of that, for an extract from the notarial deed for each shareholder you need to add six zlotys per page plus VAT. The notary will also charge a tax on civil law transactions equal to half a percent of the share capital. Other costs include an entry in the National Court Register and an announcement in the Monitor Sadowy i Gospodarczy - a total of PLN 600.

The cost of setting up a company with a minimum share capital should fit in the amount of 900 - 1000 zlotys. Possible VAT registration application is another 170 zlotys. 

When to get help registering a limited liability company?

The incorporation of a company is sure to be carried out more efficiently by a person or company that specializes in it. Polish regulations are known for being unclear. Why make mistakes that can be costly or may prove to be an impassable obstacle later on. Even the proper selection of PKD codes can be crucial to the be or not of a venture. It is enough to recall the dramas of entrepreneurs at the beginning of the pandemic, who did not get public support because they had the wrong PAC codes, according to the authorities. 

Biznes Spot business support center will be happy to professionally advise and establish a company in Krakow, Wroclaw or other locations.