Buying shelf company in Poland or formation new one?

Buying shelf company in Poland or forming new one?

First of all, under relatively new regulations of Polish Companies Code, professional lawyers in Poland are able to establish LLC (pl: spółka z ograniczoną odpowiedzialnością/ sp. z o.o.) on behalf of their clients via government internet service. We strictly recommend that way of setting up company in Poland for new foreign clients. Firstly, it is cheaper – you avoid costs of notary deed and oral sworn translation of Articles of Association. Secondly, the proceedings of registration company in Poland is very quick  – forming a new company lasts about 3 days. After that, the company is fully maintained and ready to establish business activity (standard procedure lasts about 3 weeks). Moreover, to set up company in that way you are not obligated to visit in Poland.

Why we do not recommend in the current legal environment buying shelf company?

First of all, selling shares in shelf company (or any other company) is connected with visit in a notary public office in Poland. Sale agreement has to be concluded in a form of notary deed. It does not only generate costs but also involves your visit in Poland.

Secondly, purchasing of shares of Polish company has to be registered in National Court Register. Registration last around 3 weeks, however it can last longer. It depends on National Court Register – in every larger city in Poland there is different National Court Register with different procedure culture.

Moreover, shelf companies are not sold with opened bank accounts, and if they are it is necessary to change representative of company for new owner. This changed can be made only after new owner is registered in National Court Register. Therefore, it can be done after minimum 3 weeks after purchasing a company and involves another visit in Poland. 

Furthermore, you have to be very aware of buying existing company in Poland, as you really do not know their past operations. Many clients of law firms selling by them existing companies as they want to avoid costs of liquidation. 

What is more, it is not a problem for us to quickly form a new company and then sale it to you, however the price of such company and service is double than formation and whole procedure of giving to your hands fully operation company is much longer – see point 2 and 3.

The result of buying shelf company and form a new one is the same, however forming new one now is quicker to fully operate it.

According to previous Polish Companies Act regulations We could sincerely recommend you buying shelf company, however now it is unfounded.

Moreover, it has to be noted that there are always some problems with transferring ownership of the company for new foreign owner – at Tax Office, banks and other authorities.

Should you are interested in legal assistance with buying shelf company in Poland, forming a now one or any further information do not hesitate to contact us via form.