Limited liability company registration application - how?

Service

Acquisition of legal personality by a limited liability company depends on its registration. The process of entering a company in the National Court Register is not too complicated, but in the event of mistakes being made, it can significantly extend the start of full-time business. So how to make a correct registration application for a limited liability company?

Why is the registration of a limited liability company necessary?

A limited liability company belongs to capital companies of commercial law, which means that it has a separate legal personality - it may itself be the subject of rights and obligations, be sued and sue itself.

Limited liability companies acquire full legal personality only upon their entry into the register of entrepreneurs of the National Court Register. It is true that they can function in the so-called in the form of organization (i.e. after signing the articles of association, but before the entry into the relevant register), however, such a possibility is limited in time to 6 months from the date of establishing a limited liability company. If registration does not take place within this period, it is terminated by law itself.

Registration is therefore a necessary element for a limited liability company to could fully function in legal and economic transactions, i.e. without any restrictions (e.g. in the scope of performing legal actions).

Obliged to register a limited liability company

Pursuant to Art. 164 § 1 of the Commercial Companies Code, the management board reports the company formation to the registry court competent for the company's seat in order to enter it into the register. All members of the management board sign the application for entering the company into the register.

Registration of a limited liability company each time is dealt with by a district court, economic department of the National Court Register competent for the seat of a given company. Remember, however, that applicants can go through the entire procedure in two different ways:

  • in traditional written form - the application is then submitted to the competent court in person or by registered letter;

  • in electronic form - it is possible in the case of simple limited liability companies that are established via the Internet. It is then required to have a trusted profile or a secure qualified signature. Registration activities are performed on the account set up on the S24 portal.

Limited liability company application for registration

Regardless of the procedure in which the registration application for a limited liability company will be made, the scope of information submitted to the court always remains the same. Pursuant to Art. 166 of the Commercial Companies Code, the application of a limited liability company to the registry court should include:

  • company name, seat and address of the company;

  • the company's subject of activity;

  • share capital;

  • determining whether a shareholder may have more than one share;

  • surnames, first names and addresses of management board members and the manner of representing the company;

  • surnames and forenames of members of the supervisory board or audit committee, if the statute or articles of association require the establishment of a supervisory board or audit committee;

  • if the partners make in-kind contributions to the company - indication of this circumstance;

  • the duration of the company, if specified;

  • if the contract indicates a letter intended for the company's announcements - the designation of this letter.

The application to the registration court of a sole proprietorship should also include the surname and first name or business name (name) and registered office and address of the sole shareholder, as well as a note that he is the sole shareholder of the company.

Registration requires the use of appropriate forms, which are available both on the Internet and at the offices of all commercial courts in Poland:

  • KRS-W3 - application for entry of a limited liability company to the register,

  • KRS-WK - application specifying the company's authorities,

  • KRS-WE - application specifying shareholders,

  • KRS-WM - application specifying the subject of activity under the PKD codes,

  • KRS-WH - application specifying the manner of establishing the company,

  • KRS-WL - application specifying the company's proxies (if such have been appointed),

  • KRS-WA - application for branches and field organizational units (if appointed).

Start a free 30-day trial period with no strings attached!

The company application must be accompanied by:

  • company agreement;

  • a declaration by all members of the management board that all contributions have been paid in in full by all shareholders;

  • if the appointment of members of the company's governing bodies does not constitute a notarial deed containing the articles of association, proof of their establishment, specifying their personal composition.

Simultaneously with the notification, a list of partners signed by all members of the management board should be submitted, stating the surname and first name or company (name) as well as the number and nominal value of each of them.

We do not apply the above rules if we notify a company whose contract was concluded using a contract template. The notification of this company should be accompanied by the following prepared on the forms available in the ICT system:

  • articles of association with a qualified electronic signature, a trusted signature or a personal signature;

  • a list of shareholders with the surname and first name or company (name) and the number and nominal value of the shares of each of them, provided by each member of the management board with a qualified electronic signature, a trusted signature or a personal signature;

  • a declaration of all members of the management board, provided by each of them with a qualified electronic signature, a trusted signature or a personal signature, that cash contributions to cover the share capital have been made in full by all partners, provided that the contributions have been made at the time of registering the company at the latest.

In addition, the management board of a company whose contract was concluded using the template of the contract must, within 7 days from the date of its entry in the register, submit to the registry court a declaration of all members of the management board that cash contributions to cover the share capital have been made by all partners in full, if the declaration such was not attached to the company's application.

How much does an application for a limited liability company cost? to register?

The amount of registration fees depends on the form of application:

  • in the case of the traditional (paper) form of the application, the costs of PLN 600 (PLN 500 for an entry in the National Court Register and PLN 100 for an entry in the Court and Economic Monitor) are to be taken into account;

  • in the case of the electronic form of the notification, the costs are slightly lower and amount to a total of PLN 350 (PLN 250 for an entry in the National Court Register and PLN 100 for an entry in the Court and Economic Monitor).

The fee must be paid before submitting the application to the court - in the case of a traditional application, it is also necessary to attach to the submitted documents confirmation of payment or court stamps with appropriate denominations (they can be purchased at the box office of any court in Poland). The electronic form allows you to pay online while performing registration activities.

Errors in reporting a limited liability company for registration

If the application of a limited liability company registration takes place without the assistance of a lawyer, and very often procedural errors occur, which extend the duration of the entire procedure. Most often it concerns incorrectly completed forms, missing documentation or failure to pay the registration fee. If it is found in the notification that there is no removable defect, the registry court will set the company in the organization an appropriate time limit for its removal under pain of refusal to enter it in the register - as a rule, it is 7 days from the moment of receiving the summons from the court.

If applicants do not correct the mistakes within the deadline set, the application for registration will not be considered at all - the entire procedure will have to be completed from the very beginning.

Summary

Limited liability company application for registration is a necessary activity for the company to fully function on the market and perform all legal activities. The company's management board is obliged to submit a registration application to the competent court of the National Court Register within a maximum of 6 months from the date of signing the company's articles of association. The registration procedure can take place both in traditional (paper) and modern (electronic) form - in the latter case, however, it is necessary to have a trusted profile or a qualified signature.