When you decide to establish a company in Poland, you’ll encounter a legal framework designed to ensure security and transparency. While some parts of the process have been digitized, the traditional and most flexible method of company formation still relies on a key public official: the notary public. For many foreign entrepreneurs, the role of a notary might be unclear, often mistaken for a simple witness to a signature.
In Poland, however, the notary’s function is far more significant. They are not merely witnesses; they are officers of public trust who actively ensure the legality and validity of the entire founding process. Understanding the role of the notary in business is essential for anyone planning a traditional company registration. This guide will explain who a Polish notary public is, their critical responsibilities in company formation, and what to expect during your appointment.
What is a Polish notary public?
A notary (notariusz) in Poland is a qualified lawyer who has been appointed by the Minister of Justice to act as a public trust official. Their primary duty is to create official legal documents that have the force of a court judgment, ensuring that all actions taken are compliant with Polish law and that all parties involved fully understand the legal consequences of their signatures. The documents they produce, particularly the notarial deed, are official state documents that must be in Polish. Given this formality, many foreign entrepreneurs rely on Progress Holding’s business registration support to ensure all documents are perfectly prepared and legally sound before the appointment.
The notary’s main responsibilities in company formation
In the context of notary Poland company formation, the notary performs several critical tasks that form the legal bedrock of your new business. These are not optional steps; they are mandatory requirements for the traditional registration path.
Drafting the Articles of Association as a notarial deed
The single most important function of the notary in this process is to prepare the company’s foundational document, the Articles of Association, in the form of a notarial deed (akt notarialny). This is not just a template document; the notary often drafts it based on the shareholders’ specific needs. The deed will include:
- The company name and registered address.
- The scope of business activities (PKD codes).
- The amount of share capital and the number and value of shares held by each shareholder.
- The structure of the management board.
- Any custom provisions regarding voting rights, share transfers, or profit distribution.
The notary is legally obligated to read the entire deed aloud to the founders to ensure everything is clear before signing.
Verifying identities and legal capacity
The notary must formally verify the identity of every founder and board member present, typically using their passport or national ID card. They also ensure that all individuals have the legal capacity to undertake the action of forming a company.
Preparing certified specimen signatures
The members of the new company’s management board must provide specimen signatures that will be submitted to the National Court Register (KRS). The notary prepares these signature cards and officially certifies their authenticity, which is a required attachment for the KRS application.
What to expect during the notary appointment
The meeting at the notary’s office is a formal and structured event. Here is what you can typically expect:
- Identity Verification: The first step is for everyone to present their identification documents to the notary.
- Involvement of a Sworn Translator: This is a critical point for foreigners. If any founder or board member signing the document does not have a fluent command of the Polish language, the law requires the mandatory presence of a sworn translator (tłumacz przysięgły). The translator will be present for the entire meeting.
- Reading of the Notarial Deed: The notary will read the entire notarial deed aloud in Polish. Simultaneously, the sworn translator will provide a live, oral translation to the non-Polish-speaking participants.
- Signing the Deed: After the reading is complete and all parties confirm their understanding and consent, everyone (the founders, the notary, and the translator) will sign the official document.
- Payment of Fees: You will pay the notary’s fee, court fees for the KRS application, and the Tax on Civil Law Transactions (PCC) directly to the notary, who then forwards the fees and taxes to the respective authorities.
Notary vs. the online S24 registration method
It’s important to know that Poland does offer a faster, online alternative for company registration called the S24 system. However, it has significant limitations compared to the traditional notarial path.
- Flexibility: The notarial path offers complete flexibility. You can customize your Articles of Association with any provisions allowed by law. The S24 system uses a rigid, unchangeable template.
- Contributions: If you plan to contribute non-cash assets (an in-kind contribution) to the company’s share capital, you must use the notarial path. This is not possible via S24.
- Accessibility for Foreigners: The S24 system requires all founders to have a Polish electronic signature (like a Trusted Profile), which can be a significant hurdle for foreigners to obtain before arriving in Poland. A notary appointment can be scheduled and completed shortly after arrival.
The guardian of legal certainty
In conclusion, the Polish notary public acts as a guardian of legal certainty in the company formation process. While the S24 system offers speed, the notarial path provides robustness, flexibility, and the assurance that your company’s foundational document is tailored specifically to your business needs. For serious entrepreneurs, especially those with multiple partners or unique requirements, the role of the notary is an indispensable part of building a strong and legally sound business in Poland.
