Companies: formation

Prior to the performance of the act the Notary should be provided with the following details:

• Members’ details, i.e.: given names, surnames, parents’ given names, series and number of identification document, PESEL, NIP, marital status, place of residence, and in the case where the member is to be a legal person (or other entity) – full business name/name with details of representatives, registry numbers, REGON, NIP, registered office address
• business name of the Company
• registered office of the Company (town)
• term of the Company (period for which the company has been established), if it is specified
• object of Company’s activity (specification of PKD numbers)

*** additionally, depending on which company is to be formed:

REGISTERED PARTNERSHIP

• determination of contributions made by each Partner, their value as well as specification of the manner of making of contribution (cash or non-cash contribution; in the case of non-cash contribution description of the contribution)
• specification of manner of participation of Partners in the Partnership’s profits and losses

*** in the case where a Partner is married and he/she has a contractual marital estate with his/her spouse (on the basis of the agreement made by the spouses in the form of a notarial deed), an official copy of the notarial deed documenting the marital agreement of the Partner and his/her spouse should be provided.

PROFESSIONAL PARTNERSHIP

• specification of the surname of at least one partner whose surname shall be disclosed in the business name of the partnership
• determination of contributions made by each Partner, their value as well as specification of the manner of making of contribution (cash or non-cash contribution; in the case of non-cash contribution description of the contribution)
• specification of manner of participation of Partners in the Partnership’s profits and losses
• specification of the free profession carried out by partners as part of the Partnership
• surnames and given names of partners who shall bear unlimited liability for the partnership’s liabilities, in the case where the partner or partners agreed to bear the liability as a partner in the registered partnership
• surnames and names of partners who shall be authorized to represent the partnership; the above does not apply to cases where the partnership’s deed shall not provide for any restrictions in the right of representation by the partners
• specification whether the management of the affairs of the partnership and representation of the partnership shall be entrusted with the Management Board

*** in the case where a Partner is married and he/she has a contractual marital estate with his/her spouse (on the basis of the agreement made by the spouses in the form of a notarial deed), an official copy of the notarial deed documenting the marital agreement of the Partner and his/her spouse should be provided.

LIMITED PARTNERSHIP

• specification which partner shall be a general partner (unlimited liability for the Partnership’s obligations)
• specification of the name/business name of the general partner who shall be disclosedin the business name o the partnership
• specification which partner shall be a limited partner (limited liability) and indication of the limited liability amount [suma komandytowa] (specification of the scope of the financial liability of the limited partner vis-à-vis creditors)
• specification of the contributions made by each Partner, their values as well as manner of covering of the contributions (cash, non-cash benefit or non-cash contribution, and the in the case of non-cash contribution, the description thereof)
• specification of the manner of participation of Partners in the Partnership’s profits and losses

*** in the case where a Partner is married and he/she has a contractual marital estate with his/her spouse (on the basis of the agreement made by the spouses in the form of a notarial deed), an official copy of the notarial deed documenting the marital agreement of the Partner and his/her spouse should be provided.

LIMITED JOINT-STOCK PARTNERSHIP

• specification which partner shall be a general partner (unlimited liability for the Partnership’s obligations)
• specification of the name/business name of the general partner who shall be included in the business name o the partnership
• specification of surnames and names or business name (name) of the general partners and their registered offices, addresses and addresses for services
• specification of the contributions made by the generalpartners, their values as well as manner of covering of the contributions (cash, non-cash benefit or non-cash contribution, and the in the case of non-cash contribution, the description thereof)
• amount of share capital, manner of collection thereof
• number of shares of particular type and rights related to them, if there are different types of shares
• nominal value of shares and their number with indication whether the shares are registered shares or bearer shares
• organization of the general meeting and Supervisory Board

*** in the case where a Partner is married and he/she has a contractual marital estate with his/her spouse (on the basis of the agreement made by the spouses in the form of a notarial deed), an official copy of the notarial deed documenting the marital agreement of the Partner and his/her spouse should be provided

LIMITED LIABILITY COMPANY

• amount of share capital (at least 5,000 zlotys)
• number of shares and their nominal value (at least 50 zlotys each share)
• number of shares held by particular Shareholders
• manner of covering of the capital (cash or non-cash contribution; in the case of non-cash contribution, the description thereof)
• Management Board (specification of the number of Members and manner of representation of the Company)

JOINT-STOCK COMPANY

• Amount of share capital (at least 100,000 zlotys), specification of the amount paid prior to the registration towards the share capital and specification whether the shares are registered shares or bearer shares
• number of shares, their nominal value (at least 1 grosz per share)
• surnames and given names or business names (names) of founders
• number of shares held by particular Shareholders
• number of shares of particular type and rights related to them, if there are different types of shares
• manner of covering of the capital (cash or non-cash contribution; in the case of non-cash contribution, the description thereof)
• Management Board (specification of the number of Members – at least the minimum and maximum number of members – and the manner of representation of the Company)
• Supervisory Board (specification of the number of Members – at least the minimum and maximum number of members)
• Specification of the entity authorized to determine the composition of the Management Board and Supervisory Board
• gazzette for publications if the company intends to publish announcement apart from Monitor Sądowy i Gospodarczy.

Documents required in the case where the contributions of shareholders / share capital are paid for by non-cash contribution:

• basis of the acquisition – document which constitutes the legal title to the cooperative title to the apartment (document on the basis of which the person acquired the title to the apartment), ex. official copy of a notarial deed, official copy of the deed of succession certificate, agreement for the transformation of the cooperative tenant’s title into the cooperative ownership title to the apartment, allocation or other document, and in the case where the title has been acquired by way of inheritance (from inheritance estate) – final and absolute judicial decision issued by the court confirming the acquisition of the inheritance estate (official copy of the judicial decision with the clause stating that the decision is final and absolute) or an official copy of the registered deed of succession certificate
• current copy of an entry if it is maintained for a given title,
• certificate from the cooperative which administers a given apartment stating who holds the title to the said apartment.