Establishing a Limited Liability Company via the Internet
To establish and register a limited liability company has never been a quick process and it usually took a few weeks. Admittedly, at the moment of executing the articles of association, a limited liability company in organization is created, which may commence its operation. Nevertheless, it needs to be remembered that until the company is entered into the register of entrepreneurs, it is both the company and the persons acting on its behalf that are jointly accountable for the company’s obligations. Of importance is also the fact that, in practice, the operation of a limited liability company in organization is faced up with numerous difficulties – from troubled bank account opening, to company registration as a taxpayer, to issues in relations with counterparties in transactions, who approach this form of organization with considerable reservation.
As of 1 January 2012, the procedure of entering a limited liability company into the register was significantly simplified. The Commercial Companies Code has been appended with article 1571, which introduces, in addition to the traditional way of company formation, a special procedure of executing the articles of association and registration of this type of company via the Internet.
The changes adopted allow economizing on time and money deployed. In the first place, it is no longer necessary to conclude the articles of association in the form of a notarial deed, thanks to which there is no need to pay the notarial fee. Moreover, the time required in this procedure for company registration has been shortened by the legislator from 7 days to 1 day only. Since this term is only of a prescribed nature, it may turn out that, in practice, registration takes a bit more time. Nonetheless, the company is usually entered into the register within a few days since filing the motion. No secure electronic signatures are required – the articles of association and motions are signed by providing one’s login and password in the registration system.
Such simplification of the registration procedure provoked the necessity to considerably limit the shareholders’ freedom to determine internal relations in the company. The first thing to mention is the requirement to use template articles of association imposed by the legislator, where the shareholders are at liberty to choose only such parameters as the business name of the company, the objects for which the company is established, or its registered seat. Admissible are only cash contributions, and the shares have to be equal and indivisible. With regards to some provisions of the company’s articles of association, the founders may choose one of the few available variations (e.g. within the scope of company representation).
Unfortunately, to register a company without leaving one’s home is still impossible. Once a company has been entered into the register of entrepreneurs, within 7 days theresince, signatures must be provided, after being notarially certified, of those persons who are authorized to company representation. In the event that before registration cash contributions were not made to cover the entire initial capital of the company (in the Internet registration procedure, the legislator provided for contributions to be made no later than within 7 days since the company’s entering into the National Court Register), it is requisite that such document also be filed with the court. Otherwise, if the initial capital was fully paid up at motion filing via the Internet system, it is possible to make such a statement via the Internet, too.
The quick company registration option costs a bit more. Apart from the court fee in the amount of PLN 1,000, a commission of PLN 21 is surcharged. The registration system does not specify what the commission is paid for. Most likely, it is for using the online payment system, which the user is transferred to once all statements and forms have been filled in. For the registration to be completed, the said surcharge has to be paid.
It needs to be remembered that when a company is registered via the Internet, the “one desk principle” is not in place. All additional forms (e.g. the identification form NIP-2) should be filed direct with the relevant authorities.
