A lease contract with the virtual office

lease contract

Here are documents that you need to show or send us to sign a lease contract with us and register your business activity, company or foundation at our address.

This is the list of various business entities, like sole entrepreneur, limited liability company or a company under organisation with information what documents are necessary in each case.


Case 1 - An individual plans to establish its business as a sole entrepreneur
If an agreement is signed by a future company owner, we need only the future owner’s ID card.
The agreement may be also signed by the owner’s proxy. The proxy should present a written authorisation (it does not need to be a notarial deed, but just a simple authorisation in writing).
After the business is established, the name of a sole entrepreneur’s business will be recorded
in the agreement in the defined place.

Information required to prepare a virtual office contract:
- a preferred agreement date;
- a preferred enforcement date;
- data from the ID card;
- a taxpayer identification number (NIP);
- the place of residence, based on the owner’s statement;
- information whether amounts under the virtual office contract will be payable on a monthly, quarterly, semi-yearly or yearly basis;
- information whether someone will collect mail addressed to your company from our office in Warsaw
(full name, PESEL, ID card number);
- contact data of your company: telephone and e-mail;
- information whether you would like to receive a package with or without mail scanning.



Case 2 - A natural person that already acts as a sole entrepreneur
- a document confirming registration in the business activity record;
- if the agreement is signed by an owner, the owner’s ID card;
- if the agreement is signed by a proxy, a written authorisation (it does not need to be a notarial deed,
but just a simple authorisation in writing) plus the proxy’s ID card.

Information required to prepare a virtual office contract:
- a preferred agreement date;
- a preferred enforcement date;
- data from the entrepreneur’s ID card;
- data from the business activity record;
- a taxpayer identification number (NIP);
- the place of residence, based on the owner’s statement;
- information whether amounts under the virtual office contract will be payable on a monthly, quarterly, semi-yearly or yearly basis;
- information whether someone will collect mail addressed to your company from our office
in Warsaw (full name, PESEL, ID card number);
- contact data of your company: telephone and e-mail;
- information whether you would like to receive a package with or without mail scanning.



Case 3A - A person establishing a limited liability company in a traditional way
at the notarial office


Note: starting from 1 January 2012, limited liability companies may be also opened via the Internet, as described in Case 3B (Case 3A applies to a limited liability company under organisation,
which is practically identical to a joint stock company under organisation)


A person establishing a limited liability company should firstly execute the articles of association in the form of a notarial deed. To execute the articles of association in the form of a notarial deed, the company does not need to have an address. The notarial deed provides only for “the company’s registered office located in Warsaw”. There is no sense to record an address in the notarial deed not only because it is not required by the Code of Commercial Companies (the Code of Commercial Companies provides clearly for all elements to be included in the articles of association), but because any change in address would be connected with an amendment to the notarial deed. Art. 157 § 1 sets out elements that must be incorporated into the articles of association of a limited liability company.
These are: a business name, a registered office of a limited liability company (i.e. a town and not an exact address), core activity (in accordance with the Polish Classification of Business Activity, PKD), share capital (the minimum capital is PLN 5000), information whether a shareholder may hold more than one share,
the number and par value of shares taken over by individual shareholders, the company’s life, if definite.
A limited liability company is established as of its incorporation in the form of a notarial deed
and not as of its registration with the National Court Register (KRS), i.e. an authority where the company’s registration application must be filed. The moment a notarial deed is executed, a separate legal entity is established. Then, the company uses the name ”under organisation” and may be registered with the National Court Register within six months. Thereafter, the company is automatically dissolved.

In the meantime, the company should use the name ”limited liability company under organisation”.

The copy of the company’s articles of association prepared in the form of a notarial deed
is attached to our agreement. The notarial deed specifies the manner of the company’s representation. The company is represented by a body called a board of directors. The board of directors may be composed of one or more members (directors). A director may appoint a proxy and the company may appoint a commercial representative(s). Depending on the manner of representation described in the notarial deed, our lease contract may be signed by one persons or must be signed by more persons from the company.

The articles of association may provide for one director representing the company on his/her own.
Then the lease contract is signed by a director or a director’s proxy on the basis of an authorisation
(a written authorisation, which does not need to be prepared in the form of a notarial deed).

Based on the articles of association, the company may be represented by two directors acting jointly (then the lease contract must be signed by two persons) or all directors representing
the company together with a commercial representative or a director representing the company together with a commercial representative
.

In the case of a single-member company under organisation which has only one shareholder,
the sole shareholder who is a sole director may not represent the company, but he/she must appoint a proxy and the company is represented by the proxy
(Art. 162 of the Code of Commercial Companies).

If in such a company, the board of directors is composed of more than one member,
the other directors will represent the company and sign our lease contract.


The company may be also represented by a commercial representative, if appointed (as of the appointment date and not as of the registration of commercial representation with the National Court Register). A commercial representative may act independently (on his/her own) or jointly with other commercial representatives. A commercial representative acts on the basis of a power of attorney given by an enterprise subject to registration in the register of companies.

Persons appointed as the first directors are specified at the end of the notarial deed or in a separate resolution on the appointment of directors.

If the articles of association do not provide for the manner of representation, it is set out in the Code of Commercial Companies. In accordance with Art. 205 of the Code of Commercial Companies, if the company’s board of directors is composed of more than one member,
the company is represented by two directors or one director with a commercial representative.


Summing up, for the company under organisation we need:
- a notarial deed, or
- a resolution on the appointment of directors and a commercial representative, or
- a written authorisation given by a director;
- an ID card of a person or persons that represent the company and will sign the lease contract.

Information required to prepare a virtual office contract:
- a preferred date of the virtual office (lease) agreement;
- a preferred enforcement date of the virtual office (lease) agreement;
- data from the ID card of the company’s representative or several representatives,
depending on the manner of the company’s representation;
- the company’s data from the articles of association prepared in the form of a notarial deed;
- the place of residence of the company’s representative(s), based on their statement;
- information whether amounts under the virtual office contract will be payable on a monthly, quarterly, semi-yearly or yearly basis;
- information whether someone will collect mail addressed to your company from our office in Warsaw
(full name, PESEL, ID card number);
- contact data of your company: telephone and e-mail;
- information whether you would like to receive a package with or without mail scanning.



Case 3B - Person establishing a limited liability company via the Internet

Note: starting from 1 January 2012, limited liability companies may be established via the Internet.

By establishing a limited liability company via the Internet, you will not need to visit a notary public and pay notarial fees. The articles of association of a limited liability company may be obtained on the special website. Before its registration in the National Court Register, it is a company under organisation.
You must bring us the printout of your articles of association with a screenshot to confirm
a document was printed from the website where companies are established and was not written
in Word
. We also need the scan of an ID card of a director/directors, depending whether the company is represented by one or more persons.

Our lawyer’s professional articles how to establish a company via the Internet are available here:

Establishing a company via the Internet

Questions you must respond to at the office or by e-mail to prepare the articles of association
- like in item 3A.



Case 4 - Operating limited liability company (other companies and foundations already registered in the National Court Register)

You must submit a current transcript from the National Court Register, including the manner
of representation and names of all directors and commercial representatives.
The current transcript will be attached to the agreement. To sign the agreement, please submit a current transcript from the National Court Register, as well as an ID card of a person or persons that represent
the company and will sign the lease contract.

The lease contract may be signed by one director or must be signed by several directors in accordance with the manner of representation specified in the current transcript from the National Court Register.

Information required to prepare a virtual office contract:
- a preferred date of the virtual office (lease) agreement;
- a preferred enforcement date of the virtual office (lease) agreement;
- data from the ID card of the company’s representative or several representatives,
depending on the manner of the company’s representation;
- the company’s data from the current transcript from the National Court Register;
- the company’s taxpayer identification number (NIP) and statistical ID (Regon) (it may happen that there are no such numbers in the transcript from the National Court Register);
- the place of residence of the company’s representative(s), based on their statement;
- information whether amounts under the virtual office contract will be payable on a monthly, quarterly, semi-yearly or yearly basis;
- information whether someone will collect mail addressed to your company from our office in Warsaw
(full name, PESEL, ID card number);
- contact data of your company: telephone and e-mail;
- information whether you would like to receive a package with or without mail scanning.



Case 5 - Companies (and foundation) other than a limited liability company and a joint stock company which are being established

A foundation or a registered partnership: any other company that is not established the moment the articles of association are executed (only a limited liability company and a joint stock company are established as of the execution of the articles of association), but the moment the company is registered
in the National Court Register

To establish a foundation, a property right to the premises must be confirmed by a founder. A founder may be a natural person or, for example, a limited liability company.
Depending on the type of a founder, we need documents/information described for a natural person or for a limited liability company. The foundation’s life commences not as of its establishment, but as of its registration in the National Court Register.
After the registration, a lease contract may be executed with a foundation and not with a founder to be submitted again to the Tax Office. The problem of signing an agreement twice: once with a founder and then with a foundation, consists in the existence of a “one-stop-shop”. You must file a lease contract with the National Court Register, because there is a “one-stop-shop” and when you file the lease contract with the National Court Register the foundation is not existing yet. Thus, you are likely to have to go to the Tax Office without the lease contract signed by the foundation when the foundation exists (after it is registered with the National Court Register) or the office approves the founder’s property rights.
The same applies to the limited partner of a limited partnership or a member of a registered partnership. All entities of this type are established only after they are registered in the National Court Register and only then they may execute the lease contract.
The lease contract is not necessary to the registration court or tax office. However, in the National Court Register, there is a “one-stop-shop” where all documents must be submitted.



Case 6 - A company registered outside Poland if it wants to have a correspondence address
in Poland, but does not want to establish a branch


Such a company should submit the same documents like a Polish limited liability company, but of course from a given country where it is registered (documents do not need to be translated into Polish), including a registration document including names of persons representing the company and scans of documents (e.g. passports) of such persons.

Invoices for both EU and non-EU companies are issued with Polish VAT of 23%, because the main subject of the contract with us is the sublease of property in Poland.



Case 7 - A company registered outside Poland which wants to establish a branch in Poland

Documents to be submitted:
- registration documents of a foreign company (which include names of the company’s representatives); documents do not need to be translated into Polish;
- an ID card or passport of a representative(s);
- a resolution on establishing a branch in Poland;
- ultimately, a transcript from the National Court Register of a branch in Poland.

Let us remind you that branches of foreign enterprises may commence business activity in Poland only after they are registered in the National Court Register
(Art. 88 of the business activity freedom act).
However, a branch does not have legal personality and our company does not sign an agreement with a branch.
Our company signs an agreement with a foreign enterprise.

On the basis of such an agreement, the enterprise registers its branch in the National Court Register
and submits a transcript thereof to us.

Invoices for both EU and non-EU companies are issued with Polish VAT of 23%, because the main subject of the contract with us is the sublease of property in Poland.



Please, do not send draft lease contracts manually.
Agreements will be prepared by our virtual office.