Remote company formation in Poland

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One of the first questions we receive when helping foreign companies to set up a subsidiary in Poland is whether it is possible to do it remotely. Arrival to Poland may be difficult or inconvenient. Is personal presence in Poland necessary?

Standard company formation in Poland

The standard way to establish a new limited liability company (but also a joint-stock company and a simple joint-stock company) is to visit a Polish notary public to conclude the articles of association.

For several years, it has also been possible to set up a limited liability company via the Internet system maintained by the Ministry of Justice. However, in order for a company to be established in this mode by a foreign entity or by a foreigner, it is necessary to have a qualified electronic signature. Therefore, I will discuss this mode in a separate article. This article describes the procedure for establishing a limited liability company in the traditional way, i.e. through activities at a notary public.

Is it possible to set up a company remotely?

Yes, setting up a company in Poland is possible remotely. It is not necessary to appear in person at the notary’s office.

When establishing a new limited liability company, one main activity is performed by the notary public, i.e. conclusion of the articles of association. The content of the articles of association should be prepared in advance and delivered to the notary public. The articles of association usually also contain a provision on the appointment of the first management board.

The activities described above can be performed remotely through a proxy. Any person can be such a proxy. Very often, when cooperating with clients, our lawyers become such proxies appointed to conclude the articles of association.

The power of attorney should be granted in the country of residence or registered office of the entity that wants to establish a company in Poland. Such power of attorney must be granted in the same form as the articles of association in Poland. This means that the power of attorney to conclude the articles of association with a Polish notary should also be granted in the form of a notarial deed. This is usually not a problem.

Procedure after the conclusion of the articles of association at the notary public

After concluding the articles of association of a limited liability company in the form of a notarial deed at the notary public, we can say that the company in question is a company in organization. In order to complete all the formalities, you must submit an application for registration of the company in the relevant register. In Poland, it is a register of entrepreneurs kept by the relevant commercial courts.

Submitting an application for entering the company into the register of entrepreneurs can also be done remotely using a proxy. Such a representative must already be a professional lawyer – attorney at law. Such professional lawyers are lawyers from our law firm Linke Kulicki.

The application should also be accompanied by several documents that must be signed by members of the management board – e.g. a list of shareholders and a list of management board members with their addresses. Such documents can be sent in the form of a scan, and then sent to Poland by courier.