Registration of a limited joint-stock partnership with the National Court Register

If you want to set up a limited joint-stock partnership, you must first enter it in the Register of Businesses in the National Court Register. Read below to find out more about this procedure.

How to proceed

What you should know and who can use this service

A limited joint-stock partnership is a partnership in which at least one partner has unlimited liability (general partner) for the obligations of the partnership, and at least one partner is a shareholder.

Read about the key characteristics of a limited joint-stock partnership.

A limited joint-stock partnership is set up upon its registration with the National Court Register based on an application submitted together with required attachments.

Where to submit an application to register a limited joint-stock partnership

Effective from 1 July 2021, the applications to the National Court Register for registration may be submitted in electronic form only through the Court Registers Portal (PRS). Applications submitted in paper will not be processed by the registry court. 

Through the Court Registers Portal you may not set up a partnership or a company online. Through the Court Registers Portal you may register a partnership or a company with the National Court Register whose agreement or articles of association were already signed by the partners or shareholders. 

Please note! An online registration procedure means that any official documents from the entrepreneur to the court and those from the court to the entrepreneur are sent through the ICT system – you cannot opt out of electronic service of documents.

How to submit an application

To register a limited joint-stock partnership through the Court Registers Portal, first you must create a user account.

After logging in to your account, you may start filling in your application. Choose the correct legal form, that is a limited joint-stock partnership (spółka komandytowo-akcyjna), and find the relevant application.

Who can prepare and sign the application in the Court Registers Portal

The application through the Court Registers Portal may be prepared by any person having an account in the portal. This doesn’t have to be a partner or the partnership’s legal representative.

When the application to register a company is ready, it may be signed only by:

• each general partner of the partnership (the application doesn’t need to be signed by all general partners), or
• legal representative (lawyer or legal counsel) appointed independently by a general partner, by several general partners or by all general partners together.

If the application is prepared by a person other than a partner or a legal representative, then such person must use the option of making the application available for signature to allow the authorised person to sign the application. The signed application must be filed with the court. The procedure is simple – just press the “Submit the application” button (this can only be done by the person who prepared the application).

The application must include:

• the business name, registered office and address of the partnership
• the objects of the partnership
• the amount of share capital, number and nominal value of shares
• the number of preferred shares and the type of preference if the partnership agreement (statut) provides for them
• determination what portion of the share capital was paid up before registration
• the surnames and forenames or names or business names of the general partners and the circumstances regarding the limitation of their capacity to perform legal transactions, if any
• the surnames and forenames of the persons authorised to represent the partnership and the manner of such representation; if the general partners have entrusted only some of them with the conduct of the partnership’s affairs, an indication of such circumstances
• if, upon the incorporation of the partnership, the shareholders make contributions in kind – an indication of such circumstances
• duration of the partnership

The application may be signed with a qualified signature, trusted signature or with your personal signature (e-identity card).

Documents to be attached to the application

When submitting your application, you also need to attach the required documents in the form of electronic attachments.

Attach the following documents to the application:

• partnership agreement
• a statement by all general partners that the payments for shares and contributions in kind required by the articles of association have been made as required by the law
• statements of the management board on the contribution of capital 
• a document confirming the appointment of the supervisory board with the names of its members 
• a notarised statement of the “future” general partners (as a rule, the founders) about the amount of the share capital taken up
• a report of the founders with the opinion of the auditor
• a power of attorney together with the proof of payment of the fee for the power of attorney if the application is submitted by the attorney.

Each attachment should be added as a separate file. Please remember about the following rules: 

• if the document (attachment) is in electronic form, it should be signed with a qualified signature, trusted signature or with your personal signature (e-identity card) before its submission. You can also sign a document by adding a file with a separate signature.
• if the document (attachment) is in paper form, you need to attach the following to the application:
  • electronic copies of the documents certified by the notary – if the application is signed by a partner
  • a scan or photo of the document – if the application is signed by a partner, and the original documents or their copies certified by the notary will be sent to the court within 3 days from the date of submitting the application
  • a scan or photo of the document – if the application is signed by a professional attorney (lawyer or legal counsel) 

Please note! If a document to be submitted together with the application for registration of the partnership to the National Court Register was made in the form of a notarial deed, you do not need to attach a file with this document. For those documents, you need to only state the number (identifier) of the notarial deed in the Central Register of Electronic Copies of Notarial Deeds (CREWAN). 

If you fail to attach the required documents, the court will return your application without a request to supplement the missing elements. 

How to appoint a legal representative

A power of attorney for the registration of a partnership with the National Court Register must be signed by a person or a body authorised to represent the partnership.

In the case of a limited joint-stock partnership, a power of attorney may be granted by:

• each general partner independently, or
• some or all general partners together.

In a situation where each partner themselves grants a power of attorney to the attorney to register the partnership with the National Court Register, the court will only consider the application filed first.

Cost of registering a partnership

The fee is paid through the PRS system, via the e-Payments system. You can also make the payment from your bank account, with a credit card, a debit card or BLIK.

PLN 500 – court fee for the entry in the register
PLN 100 – fee for the publication of the entry in the Official Court and Economic Gazette (Monitor Sądowy i Gospodarczy)

PLN 17 – stamp duty for the power of attorney (only if the application is submitted by an attorney)

If you file a power of attorney with a public office, you must pay stamp duty. However, powers of attorney granted to your husband, wife, children, parents, grandparents, grandchildren or siblings are free of charge.

Where to pay the fee: stamp duty for the power of attorney must be paid to the account of the town/city council competent for the registered office of the court with which you file the power of attorney. The account number is available at the website of the town/city council. For instance, if you file the power of attorney with the District Court in Olsztyn, then you must pay the fee to the account of the Olsztyn city council.

Where you can complete this procedure

You can complete this procedure at:

• District Court

How long you will have to wait

How can you appeal

If the procedure ends in a decision refusing to make the entry in the National Court Register, you may appeal against it.

If the decision in your case was issued by a court clerk, you can lodge a complaint which will be considered by the judge of the district court. The decision of the judge on the complaint against the decision of the court clerk ends the first instance procedure, and the appeal procedure may be initiated.

If the decision in your case was issued by a judge, you can lodge an appeal with the regional court, through the court which issued the decision. You must lodge the appeal within 2 weeks from the receipt of the decision (together with the reasons).

Good to know

Supplementary data to be submitted

Please note that apart from the application to register a partnership with the National Court Register, you must also inform the authorities about:

• supplementary data of which the tax office should be notified, such as bank account numbers, information on the special status of the partnership, the expected number of employees or the place of business activity, as well as the contact details. Such notification must be made through the NIP-8 form. You must submit the NIP-8 form within:
  • 21 days from the date of the entry of the partnership in the National Court Register
  • 7 days from the start date of the business activity – if you plan to pay social security contributions

• a beneficial owner – information to be submitted to the Central Register of Beneficial Owners (CRBR). This notification must be made within 7 days from the date of the entry of the partnership in the National Court Register.

Please note!  Limited joint-stock partnerships registered with the National Court Register after 30 October 2021 are required to notify CRBR of beneficial owners no later than 7 days from the date of registration with the National Court Register.

See also:

• how to register with the Social Insurance Institution (ZUS)
• how to register for VAT.

Tax on civil law transactions (PCC)

Once the partnership agreement is signed, you must: 

• submit to the head of the tax office competent for the partnership’s registered office the PCC-3 return, signed by the partnership’s management board
• calculate the tax yourself and pay it within 14 days of the conclusion of the partnership agreement. 

The taxable amount is the value of the share capital less the cost of registration with the National Court Register and publication in the Official Court and Economic Gazette (the handling fee is not deductible). The PCC tax rate on the partnership agreement is 0.5%.

Change of data

If after the partnership is registered, there is a change in the data that needs to be disclosed, such as the change in the registered address or in the business name, an application to make a relevant change should be submitted no later than within 7 days from the date when the change occurred.