How does the registration of a company in the S24 system look like in practice?

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Company registration in the S24 system via the Internet? As a rule, in order to establish a company, it is necessary to conclude an agreement in the form of a notarial deed. Additionally, an application for entry of the company into the register of entrepreneurs must be submitted to the registry court. This procedure is sometimes lengthy and entails the cost of notary fees and court fees. In the Commercial Companies Code, the legislator provided for a faster and cheaper way to set up a company. Read in the article how to register a company in the S24 system step by step!

How can I sign the contract when I do not have a qualified electronic signature?

To conclude a company agreement via the Internet, it is required to register the company in the S24 system, it is enough to affix it with a signature confirmed by an ePUAP trusted profile. The ePUAP trusted profile is a set of information identifying and describing a person who is a user of an ePUAP account, which has been reliably confirmed by a public administration body acting as a "confirmation point". Trusted Profile can also be set up via electronic banking. This option is available to holders of an electronic bank account at the following banks:

  • ING Bank Śląski

  • Bank Pekao

  • mBank

  • Bank Zachodni WBK

  • PKO Bank Polski

  • Bank Millennium

  • Inteligo

  • as well as Envelo (Poczta Polska Group).

Pursuant to Art. 1571 of the Code of Commercial Companies and Partnerships, a limited liability company agreement may also be concluded with the use of a template agreement made available in the ICT system. The conclusion of a limited liability company agreement in this way requires:

  • fill in the contract form available on the portal available on the website of the Ministry of Justice,

  • sign the contract with a qualified electronic signature or a signature confirmed with the ePUAP trusted profile.

It should be emphasized that in the case of a limited liability company, the contract of which was concluded using a template contract, only cash contributions are made to cover the share capital. If the partners intend to cover the share capital in the form of in-kind contributions, registration of the company in the s24 system will be impossible. In such a case, the articles of association may be concluded only by signing a notarial deed.

What is the step-by-step registration of a company in the S24 system via the Internet?

1. Registration in the eKRS system

Registration of a company in the S24 system requires each of the partners to set up an account in the eKRS system. To create an account, all you need to do is enter your e-mail address and password. Then the account must be authorized by signing it with a qualified signature or a signature confirmed by the ePUAP trusted profile.

2. Preparation of the necessary data to register a company

  • name of the company being created (enter the name without a suffix with a legal form),

  • company address data,

  • the competent registry court according to the company's seat (selection from the list) - the competent court can be checked on the website of the National Court Register,

  • list of shareholders, list of appearing persons, members of the company's management bodies and branches (if applicable to a given company),

  • determination of the subject of activity of the registered company by selecting the appropriate PKD codes.

3. Completing the online form

  • filling in forms and documents with the necessary data related to the company registration, filling in an application for entry in the National Court Register,

  • defining the subject of activity of the registered company by selecting the appropriate PKD codes.

4. Preview of documents and application

Before signing, each of the generated documents from the list should be displayed in order to check its content. At this stage, it is still possible to correct the error.

5. Signing the documents

Documents in the eKRS system can be signed using:

  • qualified electronic signature (signature purchased from the supplier of qualified certificates),

  • signing with a Trusted Profile (to be able to do so, you must register on the Trusted Profile website).

Signed documents can be downloaded from the system and saved on the computer.

From June 1, 2017, in the case of registration of a new entity or change of the entry, which concerns a change of shareholders or partners, it is necessary to submit an additional statement including information whether the applicant (company) is a foreigner within the meaning of the Act of March 24, 1920 on the acquisition of real estate by foreigners. Unfortunately, the S24 system does not have a template for such a declaration, therefore it can be attached as an external document to be signed with a secure electronic signature and attached to the application. For this, the ePUAP trusted profile is not enough. If we do not have an electronic signature, we can submit such a declaration in writing to the registry court without being summoned. It will only take a little longer to register the company.

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6. Payment for the application

Costs:

  • entry in the National Court Register - application court fee (PLN 250),

  • fee for the publication of the first entry in the Court and Economic Monitor (PLN 100),

  • payment operator handling fee.

the date of conclusion of the contract

The partnership agreement is concluded after all the data necessary for its conclusion has been entered into the ICT system and provided with an electronic signature.

Entry in the register of entrepreneurs of the National Court Register is not the end of formalities

The management board of the company, within seven days from the date of its entry in the register, should submit to the registry court a declaration of all members of the management board stating that all cash contributions to cover the share capital have been made by all partners in full, if such declaration has not been attached to the company's application. The fee for submitting the declaration is PLN 40.

Tax on civil law transactions (PCC) - a PCC-3 declaration and payment of the tax must be submitted within 14 days from the date of the conclusion of the company. The taxable amount is the value of the share capital reduced by the cost of entry in the National Court Register and announcement in the Court and Economic Monitor (the handling fee is not deductible). The PCC tax rate on the articles of association is 0.5%.

The principle of one stop shop

Company registration in the S24 system is based on the so-called one window. As a result, the data contained in the application for entry in the National Court Register are also transferred to the relevant official registers and there is no need to submit separate applications:

  • to the Statistical Office for entry or change of entry in the REGON register,

  • reporting to ZUS the contribution payer or its change within the meaning of the provisions on the social insurance system,

  • identification or update application to the tax office.

After the e-registration of the company is completed, we will receive an e-mail confirming the entry in the National Court Register and information about the assignment of NIP and REGON numbers.

NIP-8 and VAT-R

You should also remember to submit the NIP-8 form within 21 days from the date of entry into the National Court Register or within 7 days if the entrepreneur intends to pay social security contributions.

If the registered company is a VAT taxpayer, it is necessary to submit the VAT-R form at least 7 days before the first transaction for the supply of goods or provision of services with which VAT is taxable.