How to set up a limited liability company – step by step

If you are determined to open your business and the legal form you have selected is a limited liability company – be sure to read our article. You will learn, among other things, how to set up such a company step by step and what documents you need to prepare.

Before going to the instructions for setting up a limited liability company, it is worth emphasizing a certain issue, namely – read the Code of Commercial Companies before you start the process of opening a company. The information contained in the code is very important and may prove useful in various situations, and as you know, ignorance of the law is not justification and can only harm us.

Step 1 – PREPARE THE ARTICLES OF ASSOCIATION

This is the basic and most important step, because everything depends on a properly prepared articles. Such articles are concluded in form of a notarial deed, and must be signed by all partners, and contain basic information such as:

• The name and address of the company’s registered office
• Core business
• Amount of share capital
• Information on whether a partner can hold more than one share
• The number and nominal value of shares taken up by individual shareholders
• The duration of the company, if it is established for a definite period

STEP 2 – KRS ENTRY

Together with the moment of drawing up and signing the articles, the company gains the form of „limited liability company in the organization” and since then we have 6 months to make an entry in the National Court Register. To make such an entry, we have to prepare a number of documents:

• KRS-W3 form
• KRS-WA form – branches, field organizational units;
• KRS-EC form – partners of a limited liability company subject to entry in the register;
• KRS-WH form – the way the entity was created;
• KRS-WK form – bodies of the entity;
• KRS-WL form – proxies;
• KRS-WM form – the business of the company;
• articles of association;
• declaration of the management board about payment of capital;
• document on the appointment of members of the company’s governing bodies;
• list of partners;
• full names and addresses of board members;
• full name or company name and registered office, and address of the sole shareholder (if any);
• evidence of payment of the court fee and payment for the announcement in Monitor Sądowy i Gospodarczy (you can pay the fee in person at the court’s office or by transfer to account – remember to attach the confirmation of the transfer to the application)

After entering in the KRS, our company acquires full legal personality.

STEP 3 – ADDITIONAL DUTIES

As soon as possible, after entering the company into the National Court Register, such a fact should be reported to the tax office. In addition, you must submit in the Tax Office:

• NIP-8 form
• VAT-R – if you want your company to be a VAT payer

In addition, you should set up a bank account and sign a contract with an accounting office, as well as notify the tax office by completing the relevant supplementary application.