Setting up your own business is not just about registering it in the right register. From the very beginning you need to decide what legal form to operate in, how to regulate relations between partners, who will represent the company and how to protect the interests of the people involved in the venture.

Good decisions at the setup stage can make running the business much easier later. On the other hand, a poorly chosen legal form or articles of association that do not meet the partners’ needs can over time lead to organisational problems, disputes or unnecessary costs.

Our firm helps entrepreneurs with setting up and registering companies and businesses, from choosing the right legal form, through preparing the documents, to completing the registration process.

How do we help when setting up a business?

We tailor the scope of our assistance to the type of business, the number of partners, their roles and the plans for the company’s further development.

We help, among other things, with:

• choosing the right legal form for the business,
• setting up a sole proprietorship,
• setting up and registering companies,
• preparing articles of association,
• establishing the rules of representation and management of the company,
• preparing resolutions, statements and other incorporation documents,
• registering the company in the National Court Register (KRS),
• registering companies through the S24 system,
• making the required filings after registration,
• registration of businesses by foreigners,
• changes and conversions of existing businesses.

We also help people who already run a sole proprietorship and are considering converting it into a company.

Which legal form should you choose?

There is no single legal form that is best for every entrepreneur.

The situation of a person starting a small service business is different from that of several partners planning to grow a company together, hire employees, attract investors or run a higher-risk business.

When choosing a legal form, it is worth considering, among other things:

• the number of partners,
• the scope of liability for obligations,
• how decisions are made,
• the rules of representation of the company,
• the amount and type of planned contributions,
• the possibility of bringing in new partners or investors,
• running costs,
• accounting and organisational obligations,
• plans for the sale, succession or further development of the business.

The legal form should reflect how the business will actually be run, rather than being chosen simply because it is the most popular or the easiest to register.

Setting up a limited liability company (sp. z o.o.)

A limited liability company is one of the most popular forms of doing business in Poland. It can be a good solution both for several partners and for one person who wants to run a business in the form of a capital company.

However, registering a limited liability company is only one stage of setting it up.

The content of the articles of association is very important. They can regulate, among other things, how decisions are made, the rules of representation, the rights and obligations of the partners, the possibility of selling shares and solutions in the event of a conflict between partners.

That is why, before setting up the company, we establish how it is to operate and whether standard solutions will be sufficient or whether it needs individually drafted articles of association.

Registering a company through S24

For some companies it is possible to use the S24system, which allows the articles of association to be concluded using a ready-made template and the application for entry in the KRS to be filed electronically.

This solution can be convenient especially when the partners want a simpler procedure and do not need extensive, individual provisions in the articles of association.

However, S24 will not be the best solution in every situation.

A ready-made template offers fewer options for tailoring the agreement to the specifics of a particular business. If the partners want to define their mutual rights and obligations, decision-making, exit rules or other non-standard solutions in detail, it is worth considering articles of association tailored to their needs.

We help assess whether in a given situation it is better to register the company through S24 or to set it up in a way that allows the articles of association to be drafted individually.

Individual articles of association

Good articles of association should not only allow the company to be registered but, above all, answer the question of how the company will operate once it starts doing business.

This is particularly important when there are several partners.

When preparing the articles of association, it is worth considering, among other things:

• who will manage the company’s day-to-day affairs,
• how the most important decisions will be made,
• what rights the individual partners will have,
• whether shares can be freely sold,
• what happens if one of the partners leaves,
• how to regulate the entry of a new investor,
• what solutions to apply in the event of a conflict between partners.

In practice, these are issues that often become important only a few years after the business is set up. It is therefore worth regulating them when the partners are starting to work together and share a common vision for the business.

Setting up a sole proprietorship

We also help people who want to start a business as a sole trader.

A sole proprietorship is registered in the Central Register and Information on Economic Activity (CEIDG). The registration procedure itself is relatively simple, but before starting the business it is worth correctly defining, among other things, its scope, the way it will be run and the basic issues related to the entrepreneur’s liability.

If the planned business is to be run together with others or involves greater business risk, it is worth comparing a sole proprietorship with the available company forms before registering.

The simplest solution at the start does not always remain the best one as the business grows.

Setting up other types of companies

Depending on the nature of the business, it is also possible to operate in other forms.

Our firm helps set up and register, among others:

• limited liability companies,
• general partnerships,
• professional partnerships,
• limited partnerships,
• limited joint-stock partnerships,
• joint-stock companies.

Before choosing a specific type of company, we analyse how the business is to be run and what the partners’ goal is.

Registering a company in the KRS

Companies subject to entry in the National Court Register (KRS) require the preparation of appropriate documentation and the filing of an electronic registration application.

Depending on the type of company and the chosen method of setting it up, we prepare, among other things:

• the articles of association or deed of incorporation,
• shareholders’ resolutions,
• documents appointing the company’s governing bodies,
• statements required for registration,
• documentation on the method of representation,
• the application for entry in the KRS,
• other documents required in the specific case.

We conduct the registration process and also respond to any correspondence from the registry court concerning the application.

Formalities after setting up the company

Entry of the company in the KRS does not always mean the end of the formalities related to starting the business.

Depending on the type of company and how the business is run, it may be necessary, among other things, to provide supplementary information to the tax office, to file a notification with the Central Register of Beneficial Owners (CRBR), to register as a VAT payer or to settle other matters required before starting business.

We help establish what obligations must be fulfilled after registration and which of them apply to the specific company.

As a result, the entrepreneur receives not only a registered entity but also support in preparing the business to actually start operating.

Setting up a company as a foreigner

We also help foreigners interested in setting up a company or starting a business in Poland.

In such cases, we check first of all which legal form is available in the specific situation and what documents will be needed for registration.

If the case requires it, we also help organise the documents and carry out the registration process so that you do not have to navigate all the formalities related to Polish registers on your own.

Changing the legal form of a business

A company’s needs change as it grows. A legal form that was suitable at the start may, after a few years, no longer fit the scale of the business, its ownership structure or the level of risk involved.

That is why we also help entrepreneurs who are considering:

• converting a sole proprietorship into a company,
• converting a company into another legal form,
• amending the articles of association,
• admitting new partners,
• selling shares or the business,
• reorganising the structure of the business.

Before making changes, we analyse their effects and help choose a solution suited to the entrepreneur’s further plans.

Legal assistance in setting up a company or business

Setting up a business should start with establishing how it will work in practice, and only then with filling in forms.

That is why we start by learning about the client’s business assumptions, the planned way the partners will cooperate and the direction of the company’s development. On this basis, we help choose the legal form and prepare the documents needed to start operating.

We handle the entire process – from choosing the legal form and preparing the articles of association, through registering the business or company, to the formalities related to starting operations.

After registration, we can also provide ongoing legal services for contracts, corporate matters, relations with partners and counterparties and other issues that arise when running a business.

The aim is not only to set up the company efficiently, but to create a legal foundation that meets the real needs of the business after it is launched.