On January 1, 2012, an amendment to the Polish Code of Commercial Companies took effect, enabling setup of a limited liability company via the Internet in 24 hours. Appropriate regulations established by the Minister of Justice lay down rules and conditions for such registration, and an online application is already available on the Ministry’s website.
At present, the application is only available in Polish. However, any natural person can sign documents in the system on behalf of another person (either natural or legal); it is only necessary to indicate the basis of the entitlement (i.e. the power of attorney) and to identify the person represented (name, ID number, a number from a relevant register, etc.)
According to regulations, it is possible to grant a special power of attorney in the Internet-based system for all actions required to register a company. However, this option has not yet been verified due to technical issues on the website.
As to the articles of association introduced in the regulation, some provisions are obligatory (such as establishing a company for an unspecified period of time), while for other provisions the user can choose from among several possibilities – for example, redemption of shares, the company’s consent to sell or pledge shares, voting rights of a pledgee or usufructuary, paying an advance on a dividend, establishing a supervisory board (when its establishment is not obligatory), shareholders’ consent concerning disposal of rights or contracting an obligation exceeding twice the amount of the share capital. After the first authorized person has signed the form, modifications of the content of the company’s articles of association are impossible. It should be emphasized that amendments to the articles of association are only possible by way of standard procedures; in particular, such amendments must be drawn up in the form of a notarial deed. All data normally required in paper form when registering a company in a traditional way (such as the address, the relevant court, scopes of activity) as well as attachments (i.e. list of shareholders, statements of the members of the Management Board on cash contribution in full) must also be entered in the system.
Creating an account requires providing personal data as well as choosing a login and a password. For authentication when establishing a company, an electronic signature consisting of a login and a password or a safe electronic signature verified with a valid qualified certificate are equally acceptable. Starting on June 1, 2012, it will also be possible via certified profile in the e-PUAP system (electronic platform of public administration services). If the form is to be signed by several persons, they should all be listed when drawing up the form. The form is considered signed once all authorized users have signed it. All signatures must be made during the same session in the system, so all users must be present at one and the same computer to sign the form. When signing the application on behalf of another person, the basis for such entitlement must be presented, as mentioned above. It is always required to create an account in the system to be able to sign any documents and enter other data.
One of the persons who signed the form should submit the application to the court. This is only possible after the court fee has been paid via the eCard system. Once payment is made, the form is automatically transferred to the court, where the registration finally takes place.
Nevertheless, certain documents are to be submitted to the court in paper form within seven days of the registration date. This includes a specimen signature of each member of the Management Board (confirmed by a notary) and statements of the members of the Management Board on cash contribution in full if not attached to the application when registering the company. At present, modifications are being made to the system, so some technical details might still change.
Author: Marcin Milczarek, marcin.milczarek@ecovis.com
ECOVIS Milczarek i Wspólnicy Kancelaria Prawna Sp.k., Warszaw, Poland
http://www.ecovis.com/...
At present, the application is only available in Polish. However, any natural person can sign documents in the system on behalf of another person (either natural or legal); it is only necessary to indicate the basis of the entitlement (i.e. the power of attorney) and to identify the person represented (name, ID number, a number from a relevant register, etc.)
According to regulations, it is possible to grant a special power of attorney in the Internet-based system for all actions required to register a company. However, this option has not yet been verified due to technical issues on the website.
As to the articles of association introduced in the regulation, some provisions are obligatory (such as establishing a company for an unspecified period of time), while for other provisions the user can choose from among several possibilities – for example, redemption of shares, the company’s consent to sell or pledge shares, voting rights of a pledgee or usufructuary, paying an advance on a dividend, establishing a supervisory board (when its establishment is not obligatory), shareholders’ consent concerning disposal of rights or contracting an obligation exceeding twice the amount of the share capital. After the first authorized person has signed the form, modifications of the content of the company’s articles of association are impossible. It should be emphasized that amendments to the articles of association are only possible by way of standard procedures; in particular, such amendments must be drawn up in the form of a notarial deed. All data normally required in paper form when registering a company in a traditional way (such as the address, the relevant court, scopes of activity) as well as attachments (i.e. list of shareholders, statements of the members of the Management Board on cash contribution in full) must also be entered in the system.
Creating an account requires providing personal data as well as choosing a login and a password. For authentication when establishing a company, an electronic signature consisting of a login and a password or a safe electronic signature verified with a valid qualified certificate are equally acceptable. Starting on June 1, 2012, it will also be possible via certified profile in the e-PUAP system (electronic platform of public administration services). If the form is to be signed by several persons, they should all be listed when drawing up the form. The form is considered signed once all authorized users have signed it. All signatures must be made during the same session in the system, so all users must be present at one and the same computer to sign the form. When signing the application on behalf of another person, the basis for such entitlement must be presented, as mentioned above. It is always required to create an account in the system to be able to sign any documents and enter other data.
One of the persons who signed the form should submit the application to the court. This is only possible after the court fee has been paid via the eCard system. Once payment is made, the form is automatically transferred to the court, where the registration finally takes place.
Nevertheless, certain documents are to be submitted to the court in paper form within seven days of the registration date. This includes a specimen signature of each member of the Management Board (confirmed by a notary) and statements of the members of the Management Board on cash contribution in full if not attached to the application when registering the company. At present, modifications are being made to the system, so some technical details might still change.
Author: Marcin Milczarek, marcin.milczarek@ecovis.com
ECOVIS Milczarek i Wspólnicy Kancelaria Prawna Sp.k., Warszaw, Poland
http://www.ecovis.com/...
