How to set up a limited company? How long does it take?

The incorporation of a limited liability company (spółka z o.o. in Poland) is a process which is often seen as complicated by budding entrepreneurs. However, with the right preparation and knowledge of procedures, it can be managed smoothly and without excessive difficulties. In this article, we are taking a closer look at the process, A to Z, including all important aspects, such as: how long does it take to establish a limited liability company, what does the registration entail, articles of association, S24 system or court procedures.

How long does it take to establish a limited liability company? – essential information

The time it takes to establish a company depends on the selected method:

Registration via S24 – usually 1 to 3 working days.
Traditional (court) registration – a few to several weeks depending on the workload at the courts.

What is a limited liability company?

Limited liability company (spółka z o.o.) is a popular form of business in Poland, valued for its flexibility and for limiting the liability of shareholders to the amount of contributions made. It can be established by either one or more partners, which means that it can take the form of a single person limited liability company.

How do I prepare for company formation?

Before proceeding with the formalities of registering a company, it is a good idea to define its basic parameters, such as:

Company name
Registered office
Object of activity (PKD classification)
Equity capital
Shareholders and the amount of their contributions

Articles of association – what is this document?

The articles of association of the limited liability company is the basic document which sets out the rules of company operation. It can be concluded in the traditional form of a notarial deed or electronically, via the S24 system. In the case of traditionally incorporated companies, a visit to a public notary is necessary.

Articles of association in the form of a notarial deed

An agreement in this form requires the partners to appear in person at a public notary. This process is more time-consuming, but allows for customised entries tailored to the needs of the entrepreneur.

Articles of association registered via the S24 system

An alternative is to use the S24 portal, which allows the company to be registered online. In this case, a standard template of the articles of association is used, which significantly speeds up the whole process.

How many members must the board of directors of the company have?

The board of directors of a limited liability company (spółka z o.o.) may consist of one or more persons. In the case of a limited liability company, the law allows for a single person board of directors, which means that the board can be represented by a single person appointed to represent the company. This arrangement can be tailored to the needs of the company, however, by appointing more board members, as is often the practice in larger companies. These issues are regulated by the Code of Commercial Companies and the articles of association submitted during the company registration process.

Company registration with the National Court Register

The next step is to register the company with the National Court Register (KRS). An application for company registration can be made:

In the traditional manner, at the registry court – the application is submitted in a printed form, which can increase the waiting time for the entry.
Electronically, via the S24 system – a quicker and more convenient form, enabling the company to be registered even in 24 hours.

Required documents:

Application for company registration
Articles of association (in the form of a notarial deed or in an electronic form)
Statement of share capital contribution
List of shareholders
Court fee and fee for publication in the Court and Commercial Gazette

The S24 registration process step by step

1. S24 account registration

The first step is to create an account in the S24 system, available in the Court Registers Portal operated by the Ministry of Justice. This account is necessary to carry out all the formalities related to the registration of the company.

2. Account activation

After registering your account, you will receive an email with an activation link. Clicking on this link will confirm your registration, allowing you to continue with the incorporation process.

3. Selection of the company type and filling the contract template

The user selects the appropriate legal form in the system, i.e. a limited liability company. Next, the company agreement template is filled, which contains basic provisions on i.e.:

scope of the company’s activities,
data of the shareholders and their contributions,
rules for the distribution of profits and losses,
representation of the company.

4. Signing the articles of association

The articles of association must be signed by all shareholders. This can be done electronically using a qualified signature, a Trusted Profile or a personal signature. If the shareholder is represented by a proxy, the relevant power of attorney must be attached.

5. Attaching the required documents

The registration application must be submitted with certain attachments, such as a declaration of the person appointed to represent the company and a list of persons authorised to represent the company. It is recommended to prepare these documents in the PDF format.

6. Registration fee

The following fees must be paid before the application can be submitted: PLN 250 for an entry in the National Court Register (KRS) and PLN 100 for the publication of the entry in the “Court and Economic Gazette”. Payments are made online, via the ePłatności system.

7. Submission of an application to the KRS

The final step is to apply for company registration with the KRS. The application is submitted electronically via the S24 system and it should include the signed articles of association and all required attachments.

How much does it cost to register a limited liability company?

The costs of incorporation a limited liability company depend on the selected method of registration. The company can be incorporated in two ways: traditionally at a public notary or online, via the S24 system. If the company is incorporated via the S24 system, the costs are lower, as the court fee for entry into the National Court Register (KRS) is PLN 250 and the fee for publication in the Court and Economic Gazette is PLN 100.

In the case of traditional registration, on the other hand, costs increase due to the requirement to pay a notary’s fee, which can range from several hundred to several thousand zloty, depending on the value of the share capital. In addition, the process of entering into articles of association and registering the company may involve the cost of legal advice if you decide to seek legal assistance with the registration of the company.

Additional formalities after registration of commercial companies

Once the company is registered with the National Court Register, it is necessary to:

Register the company with the tax authorities (assignment of taxpayer identifier/NIP and VAT number, if applicable).
Register the company with Social Security (if it has employees).
Open a company bank account.

Establish a limited liability company together with the EFEKTA firm

As you already know from the article above, there are two ways to establish a company: a quick and simple one or a longer, but safer one. If time is of the essence, we can register your limited liability company via the S24 portal provided by the Ministry of Justice.

The articles of association of the company is simplified in this system and limited to a selection of several ready-made options. The registration process usually takes 2-3 working days from the moment the application is submitted, after which the company receives an entry in the National Court Register and is automatically assigned a tax identification number NIP and statistical number REGON – it is ready to operate almost immediately.

However, if you prefer safety and tailoring the articles of association to your personal needs, we can prepare a bespoke contents of the articles of association and then we meet at a public notary’s office to sign it in the form of a notarial deed. We then submit a registration application to a court, and this usually takes approximately 30 days.

During this time, the company acts as a limited liability company in terms of its organisation, which means that it can already acquire rights and accept obligations. On the day of the signing of the notarial deed, we also apply for the tax identification number NIP and the statistical number REGON. The difference in a company being currently established and already recorded with the National Court Register lies mainly in its liability for obligations, which in the case of a company under establishment lies with the persons acting on its behalf.

Remember that the final choice is yours – whether you want to get started quickly or prefer tailor-made articles of association.

How long does it take to establish a limited liability company – summary

Establishing up a limited liability company is a process which can be carried out quickly and efficiently, especially using the S24 system. The choice of the appropriate form of registration depends on the individual needs of the entrepreneur. In the case of companies with a more complex structure, it is worth consulting a lawyer or tax adviser. Regardless of the chosen method, thorough preparation of documentation and knowledge of the effective regulations are the key, as they allow delays and issues at the registration stage to be avoided.

Use the services of our office!

Would you like to find out more about how our company can help you register your company or manage your company accounts? Write to us at biuro@efekta.waw.pl or find out more at – EFEKTA accountancy firm.

Do you want to talk with us?

Would you like to speak to us over the phone? Call us on +48 22 403 40 98 or +48 604 501 507!