Company Registration in Poland - Glossary NATIONAL COURT REGISTER (Krajow y Rejestr Sadow y - KRS Number) The National Court Register is a centralised, computerised database
Information of the KRS), the material elements of its financial condition and
comprising three distinct registers:
the manner of its representation.
1. The register of entrepreneurs. 2. The
register
of
associations,
Furthermore, the National Court Register contains other information on the other
social
and
professional
organisations, foundations and public healthcare institutions. 3. The register of insolvent debtors. The National Court Register was created on the basis of the Act of 20 August
entrepreneur of value to commercial circulation, including: 1. Information on outstanding tax and tariff duties. 2. Arrears towards the Social Insurance Institution (ZUS). 3. Creditors and value of outstanding debts.
1997 on the National Court Register and is in operation since 1 January 2001.
The Register of Insolvent Debtors (RDN) constitutes a supplemental
The object of the National Court Register is to provide readily-available and
repository of knowledge on natural persons being in debt, conducting
reliable information on the legal status of a registered entity (The Central
business with whom may carry an increased risk.
NATIONAL OFFICIAL BUSINESS REGISTER (Rejestr Podmiotów Gospodarki Narodowej - REGON Number) According to the Legal act concerning public statistics of 29 June 1995 (Journal of Laws, No 88, Item 439) each national economy entity is obliged to register in the register of business entities called REGON. Each entity is obliged to complete a form and apply for entry into the register REGON and informing about any changes. The register REGON fulfils the function of the national official Register of National Economy Entities. It is the only integrated register in Poland covering all of the national economy entities. REGON is used in the banking, tax and custom systems as well as in international trade data processing and other trade and marketing systems. Each company has a unique nine-digit identification REGON number. To get the REGON number it is necessary to fulfil the proposal and put the following documents into the Regional Statistical Office within 14 days from the time the company is established or from the date of changes in it: an application on form RG-1 and an extract from registry or a certificate confirming establishment of the business entity or commencement business activity or a change in data included in the registry of business entities.
The application shall be appended with or a statutory declaration confirming incorporation of a enterprise and that its activity has been already commenced. Together with the RG-1 form the following information has to be enclosed: • name and address of the company, • legal form and the ownership, • type of organisation, • type of business activities, • readiness, • information of legal registration, • expected number of employees. The register REGON is accessible to the public in the form of cyclical catalogues of chosen groups of business entities entered in the register and in a form of extracts that are prepared on a basis of a payable individual order.
TA X IDENTIFICATION NUMBER (Numer Identy fikacji Podatkowej - NIP Number) Natural persons, corporate bodies, and organisational units which do not
Together with the first tax declaration it is necessary to complete the NIP-3
have any legal status and which are qualified as tax-payers by other acts have
or NIP-1 identification form to get the tax identification number, if it was not
to be listed as tax-payers. This is defined by the Act from 13 October 1995
done before. Moreover, the NIP-3 or NIP-1 identification form are required if
concerning regulation of keeping records and identification of taxpayers and
there were any changes of data in comparison with the former declaration.
payers (Journal of Laws, 2004, No 269, Item 2681 as amended).
NIP number is granted with the decision of a Tax Office chief officer on a
They are given tax identification numbers (NIP). The NIP is also given to legal
basis of an identity identification. Tax identity registration is performed by
units if, on the basis of other acts, are taxpayers and in particular branches of
tax authorities only once, regardless of the kind and number of paid taxes,
legal entities and taxpayers. A NIP is also given to entities that, on the basis
taxation forms, number and kind of conducted business activities and
of other acts, pay the social security or medical insurance.
number of undertaken enterprises. The tax payer has only one NIP number.
NIP is required on documents connected with tax paying and non-tax
Identity notification of a natural person includes surname, first names,
budget dues.
names of parents, date and place of birth, sex, family name, citizenship,
Additionally, in case of divisions (branches) of a limited liability company and
address of stay, address of permanent or temporary residence, type and
other separated internal units being taxpayers a NIP number and other data
number of personal identification document and registry No PESEL.
concerning parent company have to be given. In case of civil partnerships,
Tax payers that are not natural persons should include the following
registered partnerships, professional partnerships, limited partnerships and
data in the identity notification: full and abbreviated name of a company,
limited joint-stock partnerships data concerning companies within a group,
its organisational and legal form, address of a company seat, REGON
NIP identification numbers of these companies have to be given.
identification number, information of the bank account, address of a place
The income tax payers (natural person and legal entity) are legally obligated
at which accounting documents are stored and types and number of
to submit the NIP proposal up to the first tax declaration, and VAT or excise
businesses activities run by the taxpayer as defined in classification.
payers - before the first activity that has to be taxed.
SOCIAL INSURANCE INSTITUTION (ZUS) To register the company in the Social Insurance Office (ZUS) it is necessary
According to the Legal act dated to 13 October 1998 concerning the social
to fill in following document.
insurance Journal of Laws 1998, No. 137, Item 887 as amended), the premium
A document ZUS ZPA should contain details of the bank account of the
payers are obligated deliver ZUS ZUA an application form no later than
carrying out the economic activity by the tax payer (ZUS ZAA) if the payer carries out the activity in other place/places addresses) than the original registration was done.
7 days from: • the date of employment of the first person or from the time of forming the first retirement and pension insurance for the first person, • the date of starting the first retirement and pension insurance for the insured person obligated to payment tranches for their own insurance or for insurance of people working with them.
Item Code: E0034/2 (Jan. 15)
tax payer ZBA), if they have more than one bank account and addresses of
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Company Registration in Poland - Glossary POWER OF AT TORNEY A written document in which one person (the principal) appoints another
can be written to be either general (full) or limited to special circumstances.
person to act as an agent on his or her behalf, thus conferring authority on
A power of attorney generally is terminated when the principal dies or
the agent to perform certain acts or functions on behalf of the principal.
becomes incompetent, but the principal can revoke the power of attorney
Powers of attorney are routinely granted to allow the agent to take care of
at any time.
a variety of transactions for the principal, such as executing a stock power, handling a tax audit, or maintaining a safe-deposit box. Powers of attorney
NOTARY Someone legally empowered to witness signatures and certify a document’s
validity and to take depositions.
SWORN TRANSL ATOR In the Polish Republic, sworn translation is the only recognised form of
The sworn translator uses a round seal, issued by the Mint of Poland, upon
certified translation of official documents.
order of the Ministry of Justice and inscribed with the translator’s name and
Sworn translators are required to keep a formal record of their work and are
unique identification number. This confirms that the translation is a true and
answerable to the Polish Ministry of Justice.
accurate rendition of the original document. Each translation also carries a repertory number, and the annotation ‘consistent with the source document’.
APOSTILLE (Certification of documents) Polish public documents intended for circulation in foreign states are
agreement between two or more contracting states have abolished or
certified through:
simplified it or exempt the document itself from legalisation.
1. Apostille - in the case of documents intended for circulation in states
Before the apostille is issued or the document can be legalised at the
that are parties to the Hague Convention of 5 October 1961 Abolishing
Ministry of Foreign Affairs, certain documents first have to be authenticated:
the Requirement of Legalisation for Foreign Public Documents
• notarial acts (e.g. notarial deeds, powers of attorney, certified true
(Journal of Laws of 2005, no. 112, item 938); 2. Legalisation - in the case of documents intended for circulation in states that are not parties to the Hague Convention of 5 October 1961. The competent authority to issue the apostille or legalise Polish documents is the Ministry of Foreign Affairs. Address:
copies, notarial authentications of signatures) and court documents (except for copies from the National Court Register) are certified by the president of the competent regional court; • diplomas of higher education institutions are certified by the Ministry of Science and Higher Education. However, diplomas issued by higher art schools (Academies of Music, Academies of Fine Arts, Theatre and Film Schools) are legalised by the Minister of Culture and National Heritage;
Ministry of Foreign Affairs
the Minister of National Defence legalises diplomas of higher military
Legalisation Section
schools; medical school diplomas are legalised by the Minister of Health;
Al. Szucha 21, 00-580 Warsaw
diplomas issued by the Gdynia Maritime University and the Maritime
Tel.: (+48 22) 523 9845
University of Szczecin are legalised by the Minister of Infrastructure;
E-mail: legalizacja@msz.gov.pl
• the new Matura is certified by the Ministry of National Education;
Office hours: 9.00 am - 1.00 pm, Monday to Friday.
• school certificates are certified by the competent local board of
The stamp duty charged on certification of documents amounts to: PLN 60 for the apostille and PLN 26 for the legalisation of documents (legal basis: Act of 16 November, 2006, on Stamp Duty, Journal of Laws of 2006, no. 225, item 1635). Stamp duty may be paid in cash at the cashier’s desk located on the premises of the Ministry of Foreign Affairs or by wire transfer made out to the following account
education; • master craftsman’s certificates and craftsman’s certificates are certified by the Association of Polish Crafts in Warsaw; • commercial documents are certified by the Polish Chamber of Commerce in Warsaw and by regional chambers of commerce. Applications for the issue of the apostille or for legalisation of documents
Urząd M.St. Warszawy, Dzielnica Śródmieście, ul. Nowogrodzka 43
may be filed with the Ministry of Foreign Affairs personally or by a third
Bank Handlowy w Warszawie S.A.
person (no additional authorisation is required) and the application is
60 1030 1508 0000 0005 5001 0038
analysed “on the spot”. Documents may be sent by mail, also from abroad.
Payments from abroad:
When certifying documents that have been sent by mail, you must include
SWIFT CODE: CITIPLPX
proof of payment of the stamp duty (copy of a bank wire transfer or printed
IBAN: PL 60 1030 1508 0000 0005 5001 0038
electronic account statement) in your mail and provide your return address.
Payment is made for every document certified.
Certified documents will then be sent to you by mail, also abroad. The
Official documents include acts of civil status, administrative and court
document certification period is 2-3 weeks.
documents, notarial deeds and official certificates which are placed on
Greater numbers of documents (more than 20) are legalised after prior
documents signed by persons in their private capacity. Pursuant to the
arrangement by telephone.
convention, they do not include administrative documents dealing directly
An up-to-date list of states parties to the Hague Convention of 1961 is
with commercial or customs operations. The issuance of an apostille or
available on the HCCH website or at the legalisation centre.
legalisation of a document is not necessary when either the laws, regulation or practices in force in the State where the document is produced or an
SOURCE: MINISTRY OF FOREIGN AFFAIRS
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