Establishing a joint-stock company in Poland

The formation of a joint-stock company requires several formal steps. The company may be created by one or more persons, except for a single-member limited liability company. The articles of association must be executed in the form of a notarial deed. The persons who sign the articles become the founders. Shareholders are liable only for the obligations specified in the articles and do not bear responsibility for the company’s debts.

Articles of association of a joint-stock company

The articles define the key elements of the company’s structure. They specify the company’s name and registered office, its business activity and the amount of share capital. They determine the number of shares, their nominal value and type. They include information about the founders and the rules for appointing the company’s governing bodies. The articles may contain additional provisions, provided they do not conflict with the law or the nature of a joint-stock company.

Share capital and shares

The share capital is divided into shares of equal nominal value. The minimum capital is one hundred thousand złoty. Shares may not be taken up below their nominal value. Cash contributions must be paid at least in one quarter before registration. Non-cash contributions must be fully covered no later than one year after registration.

Creation of the company

The company is created when all shares are taken up. If the articles specify a minimum or maximum capital, formation occurs after the shares of at least the minimum value are taken up and after the management board submits a statement on the amount of subscribed capital. From that moment, the company operates as a joint-stock company in organisation.

Non-cash contributions and founders’ report

Non-cash contributions require the preparation of a founders’ report. The document describes the subject of the contributions, their value and the persons providing them. The report is examined by a statutory auditor, who assesses the reliability of the valuation. In some cases, the examination may be omitted if the value of the contribution is based on objective market data or audited financial statements.

Notarial deed on the formation of the company

Consent to form the company and to take up shares must be expressed in a notarial deed. The document lists the persons taking up shares, their number, nominal value and issue price. It also confirms the appointment of the company’s first governing bodies.

Payments for shares and the company’s account

Payments for shares are made to the company’s organisational account held by a bank in the European Union or the European Economic Area. The contributions remain at the disposal of the management board.

Registration of the company

The management board files the company with the registry court. The application includes information on the company’s name, registered office, share capital, shares and governing bodies. The articles, notarial deeds, management board statements and proof of payments are attached to the application. The court may request corrections but will not refuse registration due to minor defects.

Changes to data and duties of the management board

All changes to the data disclosed in the register must be reported. If the share capital was not fully covered before registration, the management board reports each subsequent payment.

Company in organisation

From the moment of formation, the company operates as a joint-stock company in organisation. Until the management board is appointed, it is represented by the founders acting jointly or by an appointed proxy. The founders’ liability ends once their actions are approved by the general meeting.

Failure to register the company

If the company is not filed for registration within six months, the management board announces this and returns the contributions. If there is no management board, the founders perform this duty. If the company in organisation cannot return contributions or satisfy creditors, liquidation must be carried out.

Remedial proceedings

After registration, the court may request the company to correct deficiencies resulting from non-compliance with the law. If the company fails to comply, the court may impose fines.

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