The Registartion of Entrepreneurs

Importance scope of information about registration a company in Poland

 

According to the Law of the National Court Register of 7th October 1997, as of 1st January 2001 companies, commercial partnerships must be registered in the Register of Entrepreneurs, which is part of the National Court Register managed by the district courts.

The Register of Entrepreneurs is open to the public. It consists of six parts, including as follows:

  • part 1 – the company's legal form, REGON number, its previous number in a commercial register or register of business, place of conducting business activity, name and address of the registered office of the company, indication of the shareholders of commercial partnerships, any branches of the company (and whether it was covered by contributions in cash or in kind), indication of shareholders of limited liability companies with the number of shares held by each, shareholders of joint-stock companies holding registered shares, the company's statutes and any subsequent amendments;
  • part 2 – the representatives, the supervisory bodies and any holders of a commercial power attorney of the company,
  • part 3 – scope of activity, information on submission of the annual financial statements of the company, auditor's reports, resolutions on the adoption of the financial report and distribution of profits and losses,
  • part 4 – information of outstanding tax and other payments and social security contributions covered by enforcement if they were not paid within thirty days of the initiation of enforcement proceedings, creditors of the company, information of the regarding motions on initiation or initiation of agreement proceedings or declaration of bankruptcy, motions of these proceedings or on the annulment of the arrangement,
  • part 5 – information of appointment or dismissing of custodians for the company,
  • part 6 – information of the initiation and termination of liquidation proceedings, dissolution and annulment of the company, mergers and transformations of the company, the number and date of notification from the Competition and Customer Protection Office on the lack of reservations concerning and intended merger.

An individual, who conducts economic activity, is registered in a register of business activity kept by the communes. The registration books, in which companies in organization are also listed, are kept by the head of the commune, the mayor or president of the town.

The foreign entrepreneur must meet the following formal requirements in order to obtain an entry in the Register of Entrepreneurs:

  • disclose the first name, surname and address in Poland of a person authorized to represent the foreign entrepreneur in the branch office,
  • attach a sample signature certified by a notary or a person authorized to represent the foreign entrepreneur in the branch office,
  • attach a certificate issued by the appropriate Polish representation abroad, attesting that in accordance with the principle of reciprocity, Polish entrepreneurs are permitted to operate in the country in which the foreigner has permanent residency or a registered office on the same terms and conditions as are provided for entrepreneurs having permanent residency or a registered office in that country; such a certificate is not required if an agreement providing for the principle of reciprocity is in a place between Poland and the relevant country or if international agreements are ratified by Poland provide otherwise,
  • if he operates pursuant to a founding deed, articles of association or a statute - place such an instrument in the registration files of a branch office together with a sworn translation into Polish; if the foreign entrepreneur sets up more than one branch office in Poland, such instrument may be placed in the registration files of only one branch office, provided that a reference is made in the registration files of other branch offices together with the identification of the Court in which such files are kept and the number of the Registry division,
  • if he exists or operates pursuant to an entry in the Register - place an excerpt of such Register together with its sworn translation into Polish in the registration files of a branch office,
  • if he operates in the form of a company not governed by the laws of any of the EU Member States - provide a statement in which he or she indicates to what extent the share capital has been financed by contributions, provided that the laws of the country in the territory of which the company has a registered office allows for a partial contribution towards the share capital.

Cost of registration:

  • PLN 500 + PLN 100 fee for a mandatory announcement in Court and Economic Monitor (Monitor Sądowy i Gospodarczy),

Cost of amending the registration data:

  • PLN 250 + PLN 100 fee for mandatory announcement in Court and Economic Monitor (Monitor Sądowy i Gospodarczy).
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