For several years now, it is possible to register some of the companies not only by way of the traditional “paper form” procedure but also on-line. This choice applies to limited liability companies, general partnerships and limited partnerships. The on-line registration is conducted via s24 platform and allows for establishing a new entity, making changes to the registration data of the entity established on-line as well as submitting financial statements, without leaving your home and with lower fees.

Still from the movie “Promised Land”, dir. Andrzej Wajda, 1974.

More and more entrepreneurs use the on-line form, hoping that apart from saving the wallet, it will also save time.

For this to happen, the system s24 offered by the Ministry of Justice must be skilfully used in order to avoid mistakes.

First of all, if you want to use the s24 system, you should be aware that the registration of an entity or change of its registration data takes place using ready-made templates available on this platform, which reduces the flexibility of this solution. For example, the model articles of association available on s24 platform contain, in principle, only these provisions which must be included in the articles of association in the light of applicable regulations as an absolute minimum. In the case of some provisions, the applicant has a choice between alternative solutions permitted by law. It should be stressed, however, that the applicant cannot add his or her own provisions or interfere with those contained in the template available on-line.

This may occur problematic for founders who, apart from the necessary elements of the articles of association, would like to include additional provisions, for example those regulating mutual relations between partners/shareholders or company bodies, their rights and obligations, or the prohibition of conducting competitive activity. Company founders expecting greater flexibility of solutions should therefore rather opt for registration of the company in the traditional way. Alternatively, they may go for online registration and conclude an additional agreement between the shareholders. This agreement will not be reported to the National Court Register, but will be binding between the parties.

An element of the on-line form of the articles of association that cannot be changed in any way is the necessity to make only cash contributions. This applies to all three entities that can be registered in the s24 system. This means that if the partners or shareholders want to make in-kind contributions to the partnership or the company, they will not be able to use the on-line registration procedure.

When registering a company in the s24 system, you should also remember to attach to the application documents that are not listed in the form, although they are required by the currently applicable regulations. This applies in particular to the list with correspondence addresses for members of the management board, partners or shareholders, as well as the management board members’ declaration of consent to be appointed to the management board, and other documents which must be attached pursuant to Art. 19a and art. 19c of the Act of 20 August 1997 on the National Court Register. Unfortunately, many people forget to attach them or are not aware of the existence of such an obligation at all, as these documents are not listed in the attachments to the application. They can only be attached as “external documents”. Failure to send the above-mentioned documents causes considerable difficulties and significantly lengthens the entire registration procedure, because the shortcomings of the application submitted by the s24 system can only be supplemented in traditional form, by submitting an appropriate document to the appropriate department of the registry court. The s24 system does not provide for a procedure to supplement the missing documents.

To sum up, in the case of an application that does not contain any defects, the registration via s24 system is fast and the new entity may be registered within 24 hours. However, this process may be significantly delayed, if it is necessary to attach missing documents or to correct incorrectly completed forms. Therefore, it is important to be prepared to complete the application, to have ready-made statements to be attached and all the details of the new entity, its members of the management board, partners or shareholders before starting the registration process.

Anna Badowska-Kuliś

Associate, Advocate
anna.badowska-kulis@ckpartners.pl