Possibility to execute the articles of association of a limited liability company in the ICT system in Poland

Abstract

This paper deals with the issues related to the execution of the articles of association of a limited liability company using model articles of association under Polish law. The Polish legislator provided for the possibility to fill in and to conclude the articles of association using above mentioned model accessible in an ICT system. The establishment of the limited liability company in such way has become possible for the first time in Poland after the amendment to the Commercial Companies Code which came into force on January 1st, 2012. As it was emphasized in the justification to the amendment, the main purpose of this change was to facilitate, simplify and considerably expedite the process of setting up limited liability companies. The way of formation of such a company differs essentially from traditional rules. The activities needed to establish a company are completed in the environment of the ICT system, i.e. above mentioned execution of the articles of association of a limited liability company as well as making of the application for entry into the National Court Register. Each document to the application for the registration of the company must be submitted electronically. Despite the existence of this regulation for 9 years in Poland, some of provisions are the subject of the controversy. In order to register limited liability company in the ICT system in Poland, a person who signs the article of the association is required to possess Polish personal evidence number (PESEL) or tax evidence number (NIP). The primary aim of this paper was to present the most important issues concerning not only the procedure of the establishment of the limited liability company but also the moment of giving the declaration of intent and furnishing with the possible types of signatures.