Filing documents with the registration court

This advice has been written for virtual office Warsaw VSL-System company by Jakub Bonowicz,
Legal Counsel and virtual office lawyer.

If you need legal advice use this link : Polish law legal advice

For the company you register, you may of course receive from us the address of our virtual office.
It will be your company's registered office. We can also collect your mail, open your company's mail,
scan your mail to PDF and send all PDFs to your email.

All the aforementioned operations related to the company's registration are made online without leaving home and filing any documents.

However, the law requires that the company's directors should file the following documents with the registration court within 7 days of the company's registration
(Art. 167 § 5 of the Code of Commercial Companies):

1) statements (it also seems that it may be one statement) of all directors to confirm that capital contributions to the share capital have been fully paid by all shareholders. This means that shareholders must pay their capital contributions at the latest within 7 days of the company's registration;

and

2) specimen signatures of all directors to be affixed before the court (or an authorised court employee)
or certified by a notary public.

The virtual office presents the following example: Shareholders sign the articles of association of a limited liability company with the use of the defined form on 14 March. On 14 March shareholders are not obliged to pay their capital contributions to the share capital. Then, on the same day the company's registration application is filed and the company is registered on 15 March. On 15 March, capital contributions still do not need to be paid. The 7-day period to pay capital contributions in cash commences on 15 March
(the company's registration date). The last day is 22 March and by then the company's directors must file documents referred to in Art. 167 § 5 of the Code of Commercial Companies, including the statement of all directors to confirm that capital contributions to the share capital have been fully paid by all shareholders, with the registration court.

However, given the above, the legislator amended Art. 206 § 1.4 of the Code of Commercial Companies, based on which letters and commercial orders made by the company in a written or electronic form, as well as information in the company's websites, should specify, without limitation, the amount of the company's share capital and, for the company whose articles of association have been executed with the use of the form, until the share capital is fully paid up, information that necessary share capital contributions have not been paid. Thus, until the capital is fully paid up (i.e. during 7 days from the registration till the submission of documents to the registration court), in all its letters the company must inform that share capital contributions have not been paid.

When does the 7-day period to file documents referred to Art. 167 § 5 of the Code of Commercial Companies start? In accordance with the act, the 7-day period starts of the day the company is registered in the register. However, it seems that this period should commence the moment information about registration is received. While, in accordance with Art. 694(3) § 4 and 5 of the Civil Procedure Code, if the registration application is filed via the IT system, court rulings and letters will be delivered to persons filing the application via the registration IT system. In addition, court rulings and letters sent as referred above are deemed to be delivered on the day specified in the electronic correspondence receipt confirmation.
If no confirmation is made, they are deemed to be effectively delivered 14 days of the correspondence being downloaded into the IT system.