POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
of one share may not be less than PLN0.01. All shares in a partnership limited by shares are dematerialised. A partnership limited by shares must have at least one general partner and at least one shareholder. Most often, a partnership limited by shares is used in atypi - cal venture capital/private equity investments. Other forms Other forms are also available, such as a co-operative ( spółdzielnia ), a European company ( Spółka Europe - jska , or Societas Europea ) or foundations ( fundacja ). The family foundation ( fundacja rodzinna ) is a mecha - nism of succession by owners of medium and large family businesses or owners of private assets of significant value. A family foundation may carry out business activities such as joining commercial com - panies, taking out loans or buying and selling shares or securities. 3.2 Incorporation Process All legal entities must be registered in the National Court Register. There are two ways of establishing the companies – ie, traditional and electronic. Family foundations are registered in a separate register. Traditional Establishment The process begins with signing the articles of asso - ciation or deed of formation. For companies and limit - ed partnerships or partnerships limited by shares, the articles of association or statutes must be executed before a Polish notary public in the form of a notarial deed. The next step is to file an application to enter the company in the National Court Register, which usu - ally takes several weeks. A partnership is established upon registration. Companies come into existence upon the conclusion of the articles of association, but receive legal personality upon registration. Electronic Establishment General partnerships, limited partnerships and com - panies may be established electronically through a special internet portal, in which case there is no requirement to draft the articles of association in the form of a notarial deed. Instead, they are concluded based on the template provided in the system.
However, the template has basic wording, and any amendments to it must be in the form of a notarial deed and must be registered with the court. This method of incorporation is usually simpler and faster than the standard procedure, especially for SPVs, but it is not always suitable for more complex investments. 3.3 Ongoing Reporting and Disclosure Obligations Polish private companies and partnerships are subject to disclosure obligations, which are of an informational nature. Companies are obliged to notify the registry court of any changes to information disclosed in the register, such as: • the composition of their decision-making bodies; • rules of representation; • registered office and address; • the amount of share capital; and • the names of their shareholders or partners. Companies must also report any amendments made to the articles of association. Applications to the reg - istry court are filed electronically. After the end of each financial year, a company must file approved financial statements, the management board’s report on the company’s activity and the audi - tor’s opinion (if required). Currently, these financial documents are only filed electronically. Companies are obliged to electronically file declara - tions with the Central Register of Beneficial Owners to record or update the company’s beneficial owners. Reporting Duties Ongoing tax and employment-related reporting duties will also apply (eg, in respect of taxes and various social security contributions). Certain additional reporting duties vis-à-vis the National Bank of Poland may apply regarding foreign exchange transactions and other financial matters, for example. The com - pany will usually be expected to provide certain data to the statistical authorities, on a periodic basis.
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