Have you decided to expand your business and enter the Polish market to set up a company there and now you are just wondering what sort of documents you may need to collect? Here we are to provide you with an overview of the forms typically required when starting an enterprise in Poland.
To begin with, certain documents are needed regardless of the company type you have chosen to establish. Others will vary based on the selected business model. As already explained in our article “Types of business activity in Poland” and “Setting up a company in Poland”, some companies are relatively simpler to establish than others. In other words, when setting up a joint-stock company you will need to submit more documents than with a limited partnership.
What do I (almost) always need?
Before moving on to a detailed list of the required documents for each of the enterprise type, let us first take a look at the forms which nearly always come in handy when registering a company.
• a residence permit in Poland (if applicable) à this document enables you to set up a company on the same rules as Polish citizens. Here you are also free to choose any of the economic activity forms prescribed by law.,
• articles of association of the company (once it is drawn up and signed),
• power of attorney + proof of paying a respective fee for its submitting à applicable only if you decide to use the services of a professional legal representative to register your company. The power of attorney required a notarial deed form and an apostille,
• proof of paying the court fee and the fee for publishing the relevant notice
• standard consents and declarations of corporate bodies required by the National Court Register (KRS) in Poland
Other documents – a checklist
Additional documents you will need depend on the company type you are about to register. To know more, click on a selected item below and unfold a relevant list:
limited partnership
– articles of association,
– list of general and limited partners together with their correspondence addresses,
– statement of the general partners with the right to represent the company, where they consent to be appointed,
– power of attorney + proof of paying a respective fee (if applicable),
– proof of paying a relevant registration fee + publishing fee.
limited joint-stock partnership
– articles of association,
– statement by all general partners that the payments for shares and contributions in kind required by the articles of association have been made as prescribed by law,
– capital contribution statement made by the management board,
– confirmation of appointing a supervisory board together with its members (if applicable),
– notarized statement of the „future” general partners (as a rule then the company founders) about the amount of the subscribed share capital,
– report of the company founders together with the opinion of a statutory auditor,
– power of attorney + proof of paying a respective fee (if applicable),
– proof of paying a relevant registration fee + publishing fee.
limited liability company
– declaration by all members of the management board that all contributions have been made in full by all shareholders,
– list of all shareholders (their names or the company name and the number and nominal value of their shares; if the company has a sole shareholder, also their correspondence address),
– list including names with a correspondence address or the business name and the seat of members of the bodies or persons authorized to appoint the management board,
– list of the management board members or proxies (with their addresses),
– document on the appointment of members of the company’s governing bodies, if not stipulated in the notarized articles of association,
– statement by the management board members or proxies consenting to their appointment,
– power of attorney + proof of paying a respective fee (if applicable),
– proof of paying a relevant registration fee + publishing fee.
joint-stock company
– statement of all management board members that payments for shares and non-cash contributions required by the bylaws have been made in compliance with the law,
– proof of payment for shares, confirmed by the bank or investment company, made to the account of the company in organization,
– (if the articles of association provide for covering the share capital with non-cash contributions after the company registration) à a statement by all management board members that the payment is ensured in accordance with the provisions of the company agreement but no later than one year after the company registration of the company,
– list including names with a correspondence address or the business name and the seat of members of the bodies or persons authorized to appoint the management board,
– with a one-person joint-stock company à their name or company name together with the address,
– list of addresses of persons representing the company and proxies (if appointed),
– document on the appointment of members of the company’s bodies if not specified in the notarized articles of association,
– authorization or proof of approval of the articles of association by a relevant public authority (if required by law when incorporating the company),
– (if the company’s articles of association provide for a minimum or maximum amount of share capital)
a management board’s notarized statement on the amount of subscribed share capital,
– statement by the persons authorized to represent the company or proxies (if appointed) with their consent for the appointment,
– power of attorney + proof of paying a respective fee (if applicable),
– proof of paying a relevant registration fee + publishing fee.
simple joint-stock company
– articles of association,
– statement of all management board members on the amount of share capital, determined based on the value of made contributions allocated to the share capital,
– statement by all management board members confirming that contributions to cover shares have been made as provided for in the articles of association,
– document confirming the appointment of company bodies and listing their members (if not included in the notarized articles of association),
– correspondence addresses or (or e-delivery correspondence addresses) of the management board members,
– list of shareholders signed by all members of the management board,
– power of attorney + proof of paying a respective fee (if applicable),
– proof of paying a relevant registration fee + publishing fee.
If you would like to know more about the required documents when setting up a company in Poland or perhaps seek professional assistance with completing the registration process, please contact us directly at office@legallysmart.pl and we will be happy to provide you with clear answers and top quality service.
