Form of the articles of association of a limited liability company,
list of shareholders, statement of contribution
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.
Another step is signing the articles of association of a limited liability company.
These articles are not executed in writing, but with the use of a form available in the S24 system.
The form is defined in the regulation of the Minister of Justice of 22 December 2011 on the form of articles of association of a limited liability company, which is available in the IT system and is attached
to the regulation. You will find the form here:
link to the form of articles of association of a limited liability company in a pdf format
If you want to incorporate your company via the Internet, you must use the official form.
You must not interfere in the form (note: the form provides for many variants to choose between).
The articles of association are created interactively when you fill in subsequent fields made available
in the IT system designed to have a limited liability company established by a person filling in the form.
In the form, you must enter, without limitation, shareholders and persons appointed as members
of the company's management bodies.
For such a purpose, you must give the following data:
- for natural persons: full names and PESELs or, if a person does not have PESEL, a passport number
and a name of a country where the passport was issued, as well as the place of residence and address;
- for legal entities or unincorporated business units: a business name, a registration (KRS) number or,
if an entity is not registered with the National Court Register (KRS), a number in the relevant register,
as well as the name of the register and authority keeping the register or, if the register is kept abroad,
the name of a country where the register is kept, as well as the registered office and address.
The virtual office informs that after the interactive preparation of the articles of association is completed, users sign them in the IT system by affixing their electronic signatures.
Note: the moment the articles of association are signed by the first user, they may not be edited any more. Therefore, before you decide to sign the articles of association, it is worth checking whether the content thereof is consistent with your expectations.
In accordance with Art. 157(1) § 3 of the Code of Commercial Companies, the articles of association are executed after all required data are input into the IT system and an electronic signature is affixed.
List of shareholders
This is another document that is necessary to incorporate a company. The list of shareholders form is also made available in the IT system. Authorised users (the company's directors) sign the list of shareholders
in the system by affixing their electronic signature.
Directors' statement on share capital contributions
This statement is also filed after all directors affix their electronic signatures.