POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
The next step is to file an application to enter the company in the National Court Register, which usually 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 companies 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 tem - plate 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 registry 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 auditor’s opinion (if required). Currently, these financial documents are only filed electronically. Companies are obliged to electronically file dec - larations with the Central Register of Beneficial Owners to record or update the company’s ben - eficial 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 Nation - al Bank of Poland may apply regarding foreign exchange transactions and other financial mat - ters, for example. The company will usually be expected to provide certain data to the statistical authorities, on a periodic basis. Depending on the type of business, certain other ongoing duties will apply (eg, waste disposal or other duties related to the environment). If regu - lated, other regulatory duties may also apply. 3.4 Management Structures Under Polish law, there is a two-tier manage - ment structure. The management board man - ages a company’s affairs and has executive directors, whereas the supervisory board (with non-executive directors) or, less commonly, the audit committee monitors its activities. Please see 3.1 Most Common Forms of Legal Entity for more details.
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