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A limited liability company (LLC) is a popular legal form for conducting business activities. Initiating business operations requires potential entrepreneurs to address several fundamental aspects, such as developing a business plan, selecting the scope of activities, and potentially obtaining licenses or funding. When deciding on a business structure, it’s valuable to be aware of the costs associated with establishing an LLC, the approximate duration of the procedure and the available methods to make an informed decision about starting operations. What is the cost of establishing an LLC? What is the required initial capital for an LLC? We’ll address all of these questions below.
What is an LLC?
A limited liability company is a corporate entity under commercial law. An LLC possesses a legal personality, making it capable of holding rights and obligations, and it can sue and be sued. An LLC is composed of shares, the total value of which must be at least 5,000 PLN (minimum registered capital). A share in an LLC cannot be smaller than 50 PLN. An LLC operates through its organs, primarily consisting of the Management Board and the Shareholders’ Meeting, and in some situations, a Supervisory Board can also be established.
The direct benefit of an LLC is the limited liability of decision-makers for obligations. LLC partners are generally not personally liable for the company’s debts (though there are exceptions to this rule). The Management Board of the LLC bears subsidiary liability for the company’s obligations, but its members can be exempt from such liability, according to Article 299 KSH. More about liability in an LLC can be found in this (https://rpms.pl/dochodzenie-roszczen-od-czlonkow-zarzadow-spolek-strategie-obrony-2/) article.
How to Establish an LLC in Poland?
An LLC is a legal entity; therefore, its establishment requires the execution of several legal actions. These include:
- Drafting articles of association
- Contributing capital
- Appointing a management board
- Registering with the appropriate National Court Register (KRS)
- Completing other post-registration formalities, including registration with the Tax Office and the Central Statistical Office (CRBR)
Upon entering into the articles of association, the LLC is considered to be in the organizational stage. Partners may conduct activities, but the liability rules for obligations are different. An LLC in the organizational stage becomes a limited liability company upon entry into the National Court Register.
Since January 1, 2012, it has been possible to establish an LLC using two methods – either the “traditional” method or online via the KRS S24 system. It’s important to note that each method of incorporating a company has its merits and drawbacks, described below:
Establishing an LLC Online in Poland – Costs
The Polish Commercial Companies Code provides a simplified online method of establishing an LLC according to the template articles. In this method, partners conclude the articles of association online, which has several advantages, including:
- The ability to handle all formalities without leaving home;
- Avoiding the need to pay fees for notarial deeds, including notarial fees;
- Lower court fees (350 PLN instead of 600 PLN);
- No need to prepare most documents-templates are available in the S24 system;
- Registration of the company established in S24 with the KRS also takes place through S24, eliminating the need for registration by PRS (electronic KRS).
However, establishing an LLC in this way has certain drawbacks, including:
- Limited customization options for the articles of association
- Inability to modify the financial year (it will always be a calendar year)
- Capital can only be contributed in monetary form.
The biggest drawback of an LLC established online is the inability to tailor the articles of association to the partners’ needs. Some of the most frequently modified aspects of the traditional articles of association include:
- The possibility of non-monetary contributions;
- Specific representation of the management board;
- Preferred shares;
- Forced share redemption;
- Share disposal;
- Changes in majority voting (voting power) at the Shareholders’ Meeting, etc.
Matters that can be modified in the articles of association in the form of a notarial deed cannot be defined differently than in the template articles of association provided in the S24 system. This way, the cost of establishing an LLC amounts to 250 PLN as a court fee and 100 PLN for an announcement in the Court and Economic Monitor.
Establishing an LLC “Traditionally” in Poland – Costs
Establishing a limited liability company in this manner generally requires the same actions as setting up a company through S24. The company must be created through the articles of association. However, in this method, it is necessary to visit a notary, as the articles must be in the form of a notarial deed. Importantly, when establishing an LLC in the “traditional” form, there are no technical limitations on the content of the articles of association. However, it’s evident that the articles of association concluded with a notary cannot contain provisions prohibited by the Commercial Companies Code (for instance, when the articles aim to circumvent the law or are inconsistent with the law under Article 58 of the Civil Code).
The downsides of establishing an LLC this way include higher fees. For the traditional establishment of an LLC, you will pay not only a court fee of 500 PLN and a fee of 100 PLN for publication in the Court and Economic Monitor but also a notarial fee, which will be no less than 195 PLN (with a registered capital of 5,000 PLN), as well as a fee for extracting notarial deeds, which the notary will calculate. This means that the costs of establishing an LLC traditionally amount to no less than 850 PLN.
Establishing an LLC using the traditional method will also take longer. This is due, among other things, to the necessity of arranging a notarial act and preparing the articles of association (often with a lawyer’s involvement and the participation of partners). After establishing the company, it must be registered with the relevant KRS. Starting from July 1, 2021, an LLC established traditionally must also be registered online, but not through S24; it must be done through the Court Registers Portal.
LLC Established via S24 and Changes to the Articles by a Notary in Poland
Establishing a company through the S24 system has two main benefits:
- The company is usually registered with the KRS much faster than a company established traditionally.
- Fundamental changes to the articles of association can be made online using the template without leaving home, and each partner can sign the changes using their Electronic Platform for Public Administration (EPUAP) account.
However, it’s important to remember that the customization of the articles of association for specific business activities is limited by the template (as mentioned above). However, what happens if a notarial change is made to a company registered through S24?
The company then “loses” its status as an Internet-registered company. Changes to the articles of association made by a notary result in the company no longer being able to make changes via the template and traditional methods must be used for changes to the articles of association. Significantly, partners will be charged a fee for changes to the articles of association (250 PLN) and a notarial fee for preparing the notarial deed.
Nevertheless, if the company needs to be registered quickly, it is an excellent idea to establish it using the template through the S24 system and then make the necessary changes that go beyond the provisions of the template in the system through a notary. In this case, an LLC can rapidly acquire legal personality, and its adjustment to the partners’ needs can coincide with conducting business activities.
Establishing an LLC via PRS
On July 1, 2021, an amendment to the National Court Register Act came into force, creating a new IT system for handling National Court Register proceedings. In practice, from July 1, 2021, it is no longer possible to submit paper documents to the KRS, and all correspondence with the court is done through the Court Registers Portal.
However, the Court Registers Portal is not designed for establishing an LLC, and in this regard, it differs significantly from the S24 system. Using the Court Registers Portal, only the registration of a company established in the “traditional” method is possible; necessary documents for company registration must be submitted.
This means that registration with the court is done through the Court Registers Portal. In contrast, the establishment of the company through the conclusion of the articles of association must be done before a notary, in accordance with the requirement of the notarial form of the articles of association. Importantly, registration through the Court Registers Portal can also be done through an authorized representative (a legal advisor or attorney), who, with the provided power of attorney, can register the company with the KRS just like they could do on paper before July 1, 2021. Similarly, an LLC in S24 can also be established with the assistance of a professional representative.
Which Approach is More Favorable?
While establishing an LLC traditionally or online doesn’t have significant differences (at the end of the procedures, both entities function the same, having the same rights and obligations and legal personality), the differences are significant enough to warrant careful consideration of which method of establishing the company is more favorable.
Establishing an LLC online is certainly faster and cheaper. However, it restricts partners from fully customizing the articles of association, which may lead to issues in later stages of business operations (e.g., when a forced redemption needs to be executed in an LLC established through S24, this option won’t be available at all, as the template articles don’t provide for it).
Setting up an LLC traditionally is more expensive and usually takes longer. However, partners can adapt the articles of association to its specifics. Indeed, in certain situations, it might be more advantageous to invest more time and resources in establishing an LLC traditionally, as it can save partners many problems in the later stages of operations.
The final assessment should primarily consider the views of all partners and their expectations regarding the articles of association. If a company is needed quickly, establishing it through S24 should be considered. If the articles of association need to be more complex, then the traditional establishment method is recommended.
In an exceptional case where the company needs to be established “yesterday,” it’s worth considering incorporating it through the S24 system and later making necessary changes with a notary (then without any limitations imposed by template articles in the system). However, it should be remembered that a one-time change to the articles of association through a notary will prevent further changes through S24.
Establishing an LLC via the Internet and the traditional method have pros and cons, which must be considered before commencing the operation. The traditional establishment of an LLC is recommended when partners wish to create a personalized articles of association. Establishing an LLC online can be advantageous if faster registration is desired.
The time required for establishing an LLC primarily depends on the workload of the given court and whether the application has been correctly prepared. While entrepreneurs have no influence on court workload, seeking professional assistance can help prepare a correct application, free of numerous formal deficiencies.
An LLC is generally established upon entry into the register. However, it’s important to remember that upon conclusion of the articles of association, a so-called “LLC in organization” is formed, which can also engage in business activities (although several other formalities must be fulfilled in this case).”