A limited liability company may be established by one or more persons for any purpose, unless the law, in a specific situation, excludes such a possibility. For example, a limited liability company cannot be formed solely by another single-member limited liability company. A limited liability company is entered into the National Court Register (KRS).
The LLC must have its own share capital which cannot be lower than PLN 5 000.
To register a company, we must establish:
- name, registered office and address of the company
- the object of the company’s activity
- amount of share capital
- specifying whether a shareholder may have more than one share
- surnames, first names and addresses or addresses for electronic delivery of members of the management board and the manner of representing the company
- if the partners make in-kind contributions to the partnership – a statement of this circumstance
- duration of the company, if specified
- if the agreement indicates a letter intended for announcements of the company – designation of this letter.
- a statement by all members of the management board that the shares have been contributed in full by all partners
- a list of shareholders with the name and surname or company (name) and the number and nominal value of shares of each of them, and if the company has the only shareholder, also indicate his address for service; the list should be signed by all board members
- a list including the name and surname together with the address for service or the company (name) and seat of the members of the bodies or persons authorized to appoint the management board
- surnames, first names and addresses of members of the management board or proxies
- a document on the appointment of members of the company’s governing bodies, unless it results from the notarial deed containing the articles of association
- a statement by members of the management board or proxies of consent to their appointment
- power of attorney together with proof of fee for the power of attorney – if the application is submitted by a proxy.
How much does it cost to register a company?
500 zł – court fee for the entry
100 zł – fee for announcing the entry in the Court Monitor
17 zł – stamp duty for a power of attorney (if the application is submitted by a proxy)
The amount of a notary fee depends on the amount of the share capital. For the share capital of the PLN 5 000 the tariff amounts to PLN 160 plus fee for notarial copies (payable for each page)
Tax on civil law transactions:
the amount of the tax is equal to the share capital multiplied by 0,5%. For example, if the share capital is PLN 5 000, the tax will be around PLN 20. If the capital is PLN 100 000, the tax will be around PLN 500.