Works are underway at the Parliament to introduce amendment to enable on-line registration of a limited liability company in just one day. The purpose of the proposed solution is to simplify procedures and shorten the time necessary to establish a company.

The draft amendment provides for a possibility to register a limited liability company [sp. z o.o.] without the need to arrange an appointment at a notary’s office or file a hard copy application at the registry court. The articles of association will have to strictly comply with the model articles of association specified in the regulation of the Minister of Justice. It will only be enough to attach the list of shareholders to the application, whereas the representation on contributions to finance the share capital and specimens of signatures could be submitted within 7 days of the registration. Shareholders will be able to make only contributions in cash to finance the share capital. However, the “one-in-all” principle shall not be valid any more and therefore it will not be possible to file an application for tax ID, NIP, and statistical number, REGON, together with the registration application. The fee for the registration application shall not change. Also, it should be pointed out that amendments to the articles of association after a company is registered or the first consolidated text following such amendments will require a notarial deed.

Electronic signature affixed after an e-account is created in the system will be sufficient to file the application for registration. As the grounds for the draft amendment present it, this way of proceeding will be similar to that approved in enforcement of a past due debt which can now be done via the Internet [elektroniczne postępowanie upominawcze].

It is debatable whether each member of the board will have to create an account in the system to sign the list of shareholders or the representation on making contributions to finance the share capital. Moreover, it is not clear whether filing representation on contributions within 7 consecutive days will be for a fee.

The draft amendment introducing a “S24” company has been passed on to the Senate. It is expected that it will come into force on 1 January 2012. However, it should be borne in mind that the final wording of the amendment may still change.

Contact: Piotr PruÅ›  piotr.prus@ecovis.com, ECOVIS Milczarek i Wspólnicy Kancelaria Prawna Sp. K.