Stage 1 – Fill in the Questionnaire: Defining the key characteristics of your future entity with the assistance of a specialized attorney by completing a designated LLC establishment form, which includes:
1.Name of Your Future Entity: Deciding on a suitable company name.
2. Share Capital: Must be no less than 5,000 PLN.
3. Value of Each Share: Typically set at 50 PLN per share.
4.Shareholders: Determining who the shareholders will be and their respective ownership percentages.
5. Authorized Signatories: Usually 1 to 3 individuals authorized to act on behalf of the company.
6. Rules of Representation: Deciding whether representation will be by one person acting alone or two persons acting together.
7. LLC Objectives and Scope of Business: Defined by PKD codes (Polish Classification of Activities).
8. Other Tailored Regulations: Desired by the future shareholders.
Stage 2 – Complete Paperwork: Gathering the necessary documents required for LLC formation, as detailed in the section “What documents are required to register an LLC in Poland?”
Stage 3 – Execute Articles of Association: Executing the Articles of Association, which can be done in two ways:
1. Remotely via the S24 Online Portal: Available for individuals or legal persons with a Polish Trusted Profile or eIDAS-compliant e-signature.
2. Traditionally at the Notary Public Office: Involves wet signatures and is not restricted by special requirements, though it is slower and excludes the ability to establish the LLC in the online fast track.
Stage 4 – Submit LLC Registration Form to KRS: Registration forms must be submitted to the National Court Register (KRS) and cannot be submitted in paper form. The application can be submitted through:
1. S24 System: For online LLC establishment.
2. Court Registers Portal (PRS): For traditional LLC establishment.
Both systems require submission of basic information about the new LLC and the constitutional documents, including:
1. Articles of Association
2. Directors' Appointment Resolutions
3. Confirmation of Share Capital Payment (required only in PRS)
4. Various Other Statements: Director appointment consents, address statements, foreigner statements, etc.
Stage 5 – Complete Reporting Requirements: Once the LLC is entered into the National Court Register, new directors must fulfill post-registration compliance, which typically includes:
1. Reporting Beneficial Owner to CRBR / UBO Register: Within 2 weeks.
2. Paying PPC Tax: Registration tax of 0.5% calculated from the amount of share capital and submitting the relevant tax return within 2 weeks, unless collected by the notary public.
3. Submitting Tax Information Form (NIP-8): To the competent tax office within 3 weeks.
Emmigranz is here to aid you at every stage, ensuring a smooth and efficient process for LLC formation and compliance with Polish regulations.