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Why is it worth considering outsourcing your corporate secretariat when running a business in Poland? Owning a company in our country involves the need to comply with various legal obligations and deadlines. It is necessary to prepare, approve and submit annual financial statements and reports on the company's activities, register and update data in the Central Register of Beneficial Owners, and update the list of company partners or addresses for service for persons specified by law. Due to the number of these tasks, expenses for the management office can be very high.
The solution to this problem are corporate secretarial services that we offer to our clients, which include, among others, verification of the compliance of their activities with selected duties, as well as support in their ongoing monitoring and performance.
Servicing corporate secretariat by providing the address of the registered office of a commercial company or a branch of a foreign company in Poland
Legal regulations require all commercial companies and branches of foreign companies to indicate (for example in the Tax Office and the National Court Register) the official address of their registered office in Poland. We enable clients who use our services to run the company's day-to-day operations and decide to use RSM Poland payroll, accounting or tax services to use registered addresses for their commercial companies in the following locations: Warsaw, Poznań, Katowice, Szczecin.
Support for the bodies of an international company by providing the address of the representative for service (ad litem) in Poland
One of the obligations of commercial companies in Poland is the need to submit to the National Court Register information about addresses for service - this applies to persons representing the company and members of bodies or persons authorized to appoint the company's management board. These persons must have an address for service within the European Union, and RSM Poland, as part of its corporate secretarial services, assists in meeting this obligation.
Ongoing legal services in the approval and submission of financial statements
It is a regular, periodic duty of commercial companies in Poland to approve and submit annual financial reports to the relevant authorities. When dealing with corporate matters, we also comprehensively support our clients in this area. We prepare the necessary minutes of meetings approving annual financial statements (in particular minutes of Ordinary Meetings of Shareholders of limited liability companies), and submit annual financial statements together with other documents required by law to the Repository of Financial Documents.
Administrative services related to obtaining and renewing qualified electronic signatures
A qualified electronic signature obtained in Poland makes everyday business easier. It is equivalent to a handwritten signature and is particularly useful for members of the management board of a Polish company. It enables them, among other things, to sign corporate documents reported to the National Court Register as well as annual financial statements and reports on the company's activities. To improve the functioning of the company and the operation of company management bodies, we support clients in obtaining and renewing qualified electronic signatures, often necessary to fulfill legal obligations related to running a business in Poland.
Legal support in obtaining and registering a PESEL number for foreigners in the National Court Register
The PESEL registration number is assigned to natural persons and having it may be useful in running a business in Poland. It facilitates the renewal of an electronic signature (if an electronic signature is associated with it) and is also useful for the company's submission of its annual financial statements. PESEL numbers of members of the management board, agents and partners of a commercial company are also subject to entry in the National Court Register. Therefore, our additional corporate secretarial services include comprehensive support for clients in obtaining a PESEL number and its subsequent registration in the National Court Register.
Corporate services including registration and updating of data in the Central Register of Beneficial Owners
Pursuant to the provisions of law, the obligation of commercial companies in Poland is to register and each time update the company's data and information about its beneficial owners in the Central Register of Beneficial Owners. Applications must be submitted by persons authorized to represent the company, but the corporate secretarial services of the RSM Poland team include support for clients in their proper preparation.
Contact us and check the full range of corporate secretarial services and legal assistance to a company at RSM Poland
By supporting our clients in fulfilling their most important corporate obligations - as is also the case when providing other services - the RSM Poland legal team does everything to make the work of company management bodies as easy as possible and help in fulfilling legal obligations. That is why we send documents electronically and - at the client's request - we also prepare them in a bilingual version. We also monitor the status of each application on an ongoing basis, informing the client about the progress of the proceedings and (if necessary) offering assistance from lawyers, tax advisors and specialists in accounting and payroll.
Frequently asked questions related to Corporate Secretarial Services
You can do it free of charge online. If you would like to check a company in the National Court Register, enter the website of the Ministry of Justice, select the ‘Krajowy Rejestr Sądowy’ tab, and choose the ‘Wyszukaj podmiot’ (Search an entity) option. Next, tick the register which you want to search through (in this case the register of entrepreneurs, ‘Przedsiębiorcy’) and enter at least one of the following data: name of the company (‘Nazwa’), KRS, NIP or REGON number and click on the ‘Wyszukaj’ (Search) option.
In the case of a limited liability company, which is a common type of business in Poland, if the city or town of the company’s registered office does not change, it is normally sufficient to pass a regular resolution in written form.
However, if a city or town of the company’s registered office changes, such a change requires a resolution on the amendment of the company’s articles of association adopted at a general meeting. Such a resolution must be adopted by a two-thirds majority vote, unless stricter conditions are provided for in the articles of association, and minutes from the meeting must be taken by a notary. In addition, a consolidated text of the articles of association must be drawn up.
In each case, it is necessary to enter the change into the National Court Register.
You can obtain a qualified signature from one of the certified providers who are on the list of qualified service provider available on the website of the National Certification Centre.
Foreigners are not required to hold a PESEL number. Nevertheless, it may significantly improve doing business in Poland.
Above all, PESEL is necessary to obtain a trusted profile or to submit financial reports to the Financial Documents Repository without support of a professional lawyer. Importantly, a foreigner may receive a PESEL number also if he or she is not a permanent resident of Poland.
In the case of a limited liability company, which is a common type of business in Poland, one of the most important obligations is to submit a financial report to the Financial Documents Repository.
The financial report together with other necessary documents must be submitted within 15 days of its approval. If the fiscal year is the same as the calendar year, which is the most common case, the financial report must be approved by 30 June and submitted by 15 July of the following year.
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