HOW TO SET UP A SIMPLE JOINT- STOCK COMPANY IN POLAND AFTER A POLISH NATIONAL COURT REGISTER REGULATION AMENDMENT

This text is an instruction on how to go through the electronic procedure on the KRS (National Court Register) Portal to set up a simple joint-stock company in the e-forms National Court Register application. We are going to show you a shortened and simplified procedure in few steps on which the applicant should (must) follow.

1. Log in on the Court Register Portal and open the  National Court Register e-forms application program home page.
2. In the application homepage, in the ‘Submit an application or an official letter’ section, on the ‘Applications’ tab, select the application category ‘Application for registration’ and click the [Go to the petition].
3. On the ‘Submit application’s’ screen, select the legal form of the entity ‘Companies’.
4. Select ‘Simple Joint- Stock Company’ from the list of available legal forms. On the screen will be displayed the first tab of the application entry form for entity registration in the register of entrepreneurs for a Simple Joint- Stock Company.
5. Complete the ‘Application name’ tab. Leave the name suggested by the system, modify it or input your own name of the application.
6. Complete the ‘Applicant/ Representative’ tab.

In order to complete this tab:

1. Select the appropriate applicant type.
2. If the applicant is the entity of the registration, no further details or any additional data are required.
3. If the applicant is another entity (natural person or entity other than a natural person), the following information are required to be completed :
4. For a natural person: a Personal Identification Number: (a PESEL number) or a declaration of the absence of Personal Identification Number (no PESEL number). Additionally Tax Identification Number (a NIP number) or a declaration of the absence of Tax Identification Number (no NIP number declaration) and the applicant’s name and surname are required if there is no Personal Identification Number.
5. For other entity than a natural person: the National Court Register number (a KRS number) or a declaration of the absence of National Court Register number. In the absence of National Court Register number, additionally the REGON (National Business Registry Number) number is required (or similarly to the NCR Number- declaration of the absence of REGON number). If there is neither National Court Register number nor REGON number, there is a requirement to provide other identifier number and the entity’s name.
6. If the application is submitted by a legal representative, select the checkbox in section ‘II. Legal Representative’ and enter legal representative’s data into the system:
7. If he/she is a natural person, complete the ‘First name’ and ‘Last name’ blank section.
8. If it is other entity than a natural person, complete the ‘Name or Company’ blank section. 
9. Complete the ‘Company Declaration’ tab by selecting the appropriate options.
10. Complete the ‘Entity Data’ tab.

In order to complete this tab:

1. In section ‘I. Entity data’ the blank ‘Legal frame’ is completed automatically based on the chosen application form (from the points 1, 2 and 3). Other data is required to be completed: ‘Name or Company’, ‘Tax Identification Number (NIP) or ‘No- Tax Identification Number’ (Polish: “nie posiada NIP”), REGON number or no-REGON number (Polish: “nie posiada numeru REGON”).
2. In section ‘II. Register office and Company address’ the register office and address of the company are required to be provided.
3. In section ‘III. Additional information’ it is possible to enter (optionally) the electronic postal address and a company website address.
4. Complete the ‘Court’ tab.

In order to complete this tab:

1. Leave the court name suggested by the system or select other court from the provided list. If you selected the city as a registered office which is in the jurisdiction of more than one court, select the court name from the lexicon.
2. Complete the ‘AoA Information’ tab.

The AoA Information tab allows you to enter the information of e.g. the date of notarial deed; register number (repertorium number), etc.

1. Complete the ‘Other Information’ tab.

In order to complete this tab, it is required to state the period for which the company (Simple Joint-Stock Company) was founded and to indicate the day ending the financial first year. Other information are optional (they are not necessary to complete the application properly).

1. Complete the ‘Information about capital’ tab.

In order to complete this tab it is required to state the amount of the share capital and the number of all issue of shares and to indicate whether stockholders have made contributions in kind. Other information is optional.

1. Complete the ‘Information for Joint-Stock Companies’ tab.

In order to complete this tab:

1. In section ‘I. Information about stockholder who wholly owns shares in the company’ indicate, whether there is a stockholder who owns all the shares. If the answer is ‘yes’ – complete his data:
2. For a natural person: Personal Identification Number (PESEL) or No Personal Identification Number, First Name and Last Name or the compound last name first element.
3. For other entity than a natural person: National court Register Number or No National Court Register Number, REGON Number or No REGON Number and Name or Company.
4. In section ‘II. Additional information’ complete other information which is required for the Joint- Stock Companies. If the convertible bonds issued and shares issued for these bonds were enacted, indicate a resolution enaction date and state the maximum number of shares issued.
5. In section ‘III. Issue of shares’ provide the required data about series of shares issued. If there are preference shares, provide the preference shares number and the type of their preference.
6. Then you can modify the data or delete the added shares series (in the section ‘III. Issue of shares’ in the ‘Actions’ column).
7. Complete the ‘Authorized body to represent the entity’ tab.

In order to complete this tab:

1. In section ‘I. Authorized body to represent the entity’ select the body’s name from the list and state the representation form.
2. In section ‘II. Personal data of the authorized body members’ complete the authorized body members data.
3. Then you can modify their data or delete the authorized body member. You can also add the next authorized body member to the system.
4. Complete the ‘Business activity’ tab.
5. In section ‘I. Principal business activity’ state the company principal activity choosing from the lexicon the proper Polish Classification of Activity code (PKD code) and the principal business activity description.
6. In section ‘II. Other business activities’, you can indicate other business activity of your company. But that information is non obligatory.
7. Optionally you can complete the ‘Regulatory authority’ tab.
8. Optionally you can complete the ‘Proxies’ tab.
9. Required data is similar in comparison to the point 6 or 14.
10. Optionally you can complete the ‘Office/Branch’ tab.
11. Add the office and then complete its data stating the office’s name and branch office and address.
12. You can modify and delete stated data.
13. Optionally you can complete the ‘Method of founding the entity’ tab.

In order to complete this tab:

1. Complete the method of founding the entity and then in section ‘I. Method of founding the entity’, indicate a resolution enactment date, description of how the entity was established and the body authorized to enact the resolution on merger, division or transformation of the company.
2. If you chose Merger, you have to complete the number and the date of the decision of the Office for Competition and Consumer Protection President (Polish: “Prezes UOKiK”).
3. In section ‘II. Data of the entities in which the registered entity was formed’ input their data.
4. If the entity is registered in National Court Register (KRS) complete required blanks – National Court Register number, REGON number, Tax Identification Number, Name and Company and choose the proper legal structure of the company from the list.
5. If the entity is not registered in Polish National Court Register but it is registered in foreign one, choose the proper country from the list and then complete required blanks: REGON number, Tax Identification Number, Name or Company, legal structure of the company, the name of the register in which the entity is registered, the register’s number or the name of the court keeping the register.
6. In section ‘Attachments’ you may (optionally) attach some documents to your application.
7. Using the function ‘Verify correctness’ (available in the ‘Actions’ panel) you can check and verify your application. If the application is complete and correctly filled out you can see the application in the format in which it will be sent to the Polish registry court. Correctly completed application is ready to be signed and paid for.

We hope that this instruction will be helpful in the registration procedure and make the entire process more simple. These points are the simplified form of the official instruction. Entire document can be found under this link: https://www.biznes.gov.pl/pl/firma/zakladanie-firmy/chce-zalozyc-spolke-kapitalowa/prosta-spolka-akcyjna-nowa-forma-prowadzenia-dzialalnosci.

Mikołaj Deptalski – a trainee in KG Legal Kiełtyka Gładkowski – Professional Partnership. Attorney Law Firm, the Faculty of Law at Jagiellonian University.