The new act concerning digitalization of corporate law has been passed in Poland. The new regulation makes establishment of company in Poland for EU- and non-EU citizens easier than before.
Requirements of EU law
According to Directive (EU) 2019/1151 (so-called Digitalization Directive, de: Digitalisierungsrichtlinie), each EU member state shall make available templates for online formation of company in an official EU language that is broadly understood. Pursuant to Digitalization Directive, the availability of templates in languages other than the official language in such EU member state shall be for information purposes only, unless that EU member state decides that it is also possible to form a company with templates in such other languages.
Model articles of association – templates for online formation of company in Poland
Polish law provides us with a template for online formation of company that represents model articles of association. This template contains a pre-defined set of options in accordance with national law. If it is accepted (signed) by shareholders in accordance with applicable requirements, submitted online to the court and approved by the court – the company with registered office in Poland is established. The online formation of company in Poland shall be done with the use of S24 platform: https://ekrs.ms.gov.pl/s24/
Currently it’s allowed to form online with use of S24 platform the following companies in Poland:
- Spółka jawna (abbreviation: sp. j.) – general partnership
- Spółka komandytowa (abbreviation: sp.k.) – limited partnership
- Prosta spółka akcyjna (abbreviation: P.S.A.) – simple joint-stock company
- Spółka z ograniczoną odpowiedzialnością (abbreviation: sp. z o.o.) – limited liability company
Adoption of Digitalization Directive in Poland
According to the new Polish regulations, model articles of all companies that can be formed with use of S24 platform (more about S24 platform: https://www.spolkawsieci.pl/2018/05/23/establishing-company-in-poland-online-by-eu-citizen/) will be translated. The translation will be available for information purpose only. It means, that articles of association drafted only in Polish will be binding shareholders and other stakeholders. Since Digitalization Directive does not require translation into specific languages, the decision which language versions are going to be available will be made by Polish authorities later on. We can anticipate, that translation into English will be available.
Summary
The potential shareholders of Polish company are able to choose between using templates for online formation of company or forming a company with bespoke instruments of constitution. The new regulation provides such shareholders with translation of such templates. In such a way EU provides shareholders with greater level of consciousness when signing online articles of association of Polish company. The template translations shall be available from December 15th 2022; they are going to be available on the https://www.gov.pl/web/sprawiedliwosc/
In case of any questions – feel free to reach out to me: kontakt@mijal.legal