On 1 March 2011 an article was published concerning the planned amendment to the Code of Commercial Companies. The amendment provided for a possibility of establishing a limited liability company via Internet in 24 hours. 

Two weeks before the day the amendment enters into force, the required regulations on the part of the Minister of Justice are still missing, though there are drafts of these regulations (at present, they are being consulted with other ministries)   which allow to answer at least some of the questions raised in the course of legislative works.

As regards the content of the articles of association introduced in the draft regulation, some provisions are obligatory (such as the establishment of a company for an unspecified period of time), while for other provisions the user can choose from among several possibilities, for example, concerning: redemption of shares,  company’s consent to sell or pledge shares, voting rights of a pledgee or usufructuary, paying an advance on 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.  It should be underlined that amendments to the articles of association shall only be possible by way of standard proceedings, which means, in particular, that the articles of association must be drawn up in the form of a notarial deed.
As for technical aspects, it should be noted that the user has two options regarding 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. In the case of signing on behalf of another person, the basis for such entitlement must be presented.     

After the first authorized person has signed the form, any modifications of the content of the company’s articles of association are impossible. It is important to mention that creating an account in the system is not required to sign documents by an authorized person – it is enough that such person is appointed by the user and their identity is confirmed. The form of such confirmation has not been defined yet. Drawing up the list of shareholders, as well as statements of the members of the Management Board on cash contribution in full shall  the same procedure. The same shall also apply to submitting an application to register the company.
There is an important requirement planned for the person signing the motion as the last one (from among all entitled persons): to submit the motion to the court himself/herself or to indicate the person who shall submit it. According to the draft, the court fee shall  to be paid before submitting  application to the court via the same electronic registration system, and the manner of such payment remains to be defined more specifically.

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