Online registration of a limited-liability company: selected aspects
An amendment to Poland’s Commercial Companies Code that went into effect on 1 January 2012 enables quick registration of a limited-liability company via internet. The “S24” procedure, as it is known, allows a company to be registered within 24 hours.
Conclusion of the articles of association of a limited-liability company under the S24 procedure, using the standard pattern, requires completion of the online form, marked with an electronic signature. The form was published as an annex to a regulation of the Minister of Justice on this subject dated 22 December 2011.
The forms necessary to register a company are accessible upon establishment of an account in the IT system. An account must be established by each of the shareholders (or their proxies) and by each of the members of the management board. An account is established by entering the relevant personal details, choosing a password, and—in the case of Polish citizens—after verification of the individual’s name and personal identity number (PESEL) against the records in the PESEL database.
Conclusion of the articles of association occurs as of placement of an electronic signature by all of the authorised users. Once the first user has “signed” the articles of association, the terms are fixed and may no longer be revised online. Users of the online system may use an ordinary electronic signature, which is affixed by providing the username and password. Such an e-signature should not be confused with a secure electronic signature verified by a valid certificate. The code does permit use of a secure e-signature, however. In that case, the signature is affixed using the relevant data for the secure e-signature.
When registering an S24 company, it is necessary to enclose the articles of association, marked with the e-signature, together with a list of shareholders signed in the same manner by all of the members of the management board. Unlike in the ordinary procedure, in the case of an S24 company the share capital need not be covered prior to entry of the company in the commercial register. But if all of the shareholders have made their contributions prior to registration of the company, a declaration by all of the management board members that the cash consideration to cover the share capital has been paid should be enclosed when filing for registration of the company. If this is not the case, the declaration may be filed with the registry court within 7 days after entry of the company in the register, along with the specimen signatures of the management board members.
The order on registration of the company is served by the registry court via the IT system that handles the registration procedure.
The new S24 procedure was the Parliament’s response to calls by entrepreneurs for the ability to establish a limited-liability company within a short time. The online approach is designed to simplify and expedite the procedure for taking up business in the form of a limited-liability company. Use of the standard online form for the articles of association saves the time of the registry court otherwise needed to review the provisions of the articles of association.
Concluding the articles of association using the online form does not require the involvement of a notary. Eliminating the requirement of notarial form generates considerable savings of time and expense, specifically the notary fee, which is set on the basis of the amount of share capital. Thus the S24 procedure may be particularly attractive for shareholders who intend to invest a significant amount in the initial share capital.
It should be borne in mind, however, that the available provisions for the articles of association in the S24 procedure are standardised, which prevents the shareholders from tailoring their corporate relations at this stage in a way that reflects the specific arrangements between them, the specific characteristics of the business they intend to conduct through the company, and so on. As a rule, when the shareholders commit a substantial amount of capital to the company, they also seek to secure their interests as stringently as possible. To this end, the shareholders may amend the standard terms of the S24 articles of association after the company is registered. The articles of association of a company that was registered online are amended in the same manner as those of a company established in the traditional way. Amendments are thus made through a resolution of shareholders included in a deed drawn up by a notary. If the amendments do not involve an increase in the share capital, the notary charges a flat fee.
In the case of an S24 company, the initial capital may be paid only in cash, no later than 7 days after entry of the company in the commercial register.
When the S24 procedure is used, the “one-stop-shop” approach to the various other official registrations is not available. This means that the company must make separate filings on its own for issuance of a REGON statistical number and a NIP tax number, and for registration as a remitter of social insurance premiums. These filings may be made in electronic form directly with the relevant authorities.
Agnieszka Tomczyk, Wardyński & Partners
