Preparation of Documentation and Registration with the National Court Register (KRS)

Once the appropriate legal form has been selected, we prepare a complete set of incorporation documents. In the case of capital companies, this includes draft articles of association (or statutes, in the case of a joint-stock company (S.A.) or simple joint-stock company (P.S.A.)), a list of shareholders, statements confirming the contribution of capital, service addresses of management board members, and specimen signatures. Where the agreement must be executed in the form of a notarial deed, we coordinate the notarial appointment and ensure that the content of the deed reflects prior arrangements.

Company registration is conducted electronically—via the Court Registers Portal (PRS) or the S24 system, which enables the incorporation of a limited liability company, general partnership, or limited partnership using standard templates. Registration via S24 is faster (the court examines the application within one business day) and more cost-effective—the court fee amounts to PLN 250 instead of PLN 500, while publication in the Court and Commercial Gazette (MSiG) incurs an additional fee of PLN 100. We file the application on behalf of the client, monitor the registration proceedings, and respond to any court requests to remedy formal deficiencies.

Following entry into the National Court Register, we register the company for VAT purposes (VAT-R), apply for the assignment of a tax identification number (NIP) and statistical number (REGON), if not assigned automatically, and submit the identification notification to the tax office using form NIP-8. We also ensure compliance with the obligation to register in the Central Register of Beneficial Owners (CRBR) within the statutory deadline of 14 days from registration.

Post-Registration Corporate Services

The entry of a company into the register is only the beginning of its corporate lifecycle. In the course of business operations, changes frequently arise that require updates to the National Court Register (KRS), including the appointment or dismissal of management board members, change of registered office, increase of share capital, admission of a new shareholder, or transfer of shares. Each such change must be reported within 7 days, and failure to comply with this obligation may result in fines imposed by the registry court. We prepare the necessary resolutions, minutes of shareholders’ meetings, and applications for amendments to the register, relieving the management board of administrative burdens.

As part of our ongoing corporate legal services, we provide corporate secretarial support and assist management boards in matters such as:

• preparation of minutes of shareholders’ meetings and corporate resolutions
• drafting internal regulations of the management board, supervisory board, and shareholders’ meeting
• filing updates with the KRS (management board, registered office, share capital, shareholders)
• handling dividend distribution procedures and related documentation
• corporate reorganizations, including transformations and mergers—from drafting the plan to registration of the new legal form

Where shareholders intend to change the legal form of a company or merge with another entity, we manage the entire process and coordinate cooperation with the statutory auditor reviewing the transformation plan.

Should you be planning to establish a company or require ongoing corporate legal support, we invite you to contact our offices in Gdańsk or Elbląg.