The Articles of Association of a Polish Company
Foreign investors who want to open a company in Poland need to execute the Articles of Association. These are a legal entity’s constitutive documents and they are mandatory for the incorporation of the company.
The Articles, together with other required documents are submitted to the Polish Commercial Register. Once the new entity is registered it obtains legal personality. The Polish law allows for an intermediate period before the actual registration during which the company may function as one that is currently undergoing organization.
Information included in the Polish company’s Articles
The Articles of Association of a Polish company are executed before a notary, as a notarial deed. A declaration regarding the subscription of shares accompanies the articles. These documents can be signed by the shareholders or by their attorneys if a power of attorney was drafted for this purpose.
The company’s constitutive documents include information about:
- the company’s business name and place of business;
- the activity of the company or its business scope;
- the duration of the company, if applicable;
- the share capital amount;
- special provisions for holding more than one share per shareholder;
- the number of nominal value of shares per each shareholder.
The Articles of Association and other resolutions, including those for the appointment of the Board of Directors are made in Polish. Foreign investors who want to open a Polish company may require the presence of a translator.
Company formation in Poland
Investors who want to register a company in Poland can do so with the National Court Register (KRS). Special forms as well as the requested documents, including the Articles of Association, are submitted upon the registration.
The next step after registering the company with the KRS is to obtain an REGON number and a NIP number. Companies in Poland must also be registered for VAT purposes.
Several types of companies can be formed in Poland. The limited liability company is the most popular business form which can be incorporated by one or more members.
