Founding deeds of companies

Forming a company before a notary is a stage that matters for later registration, representation and the way contributions are made. At our office we prepare the notarial deed, verify the shareholders’ details and explain the effects of the individual provisions, so that the document meets the requirements of the Commercial Companies Code.

When does forming a company require a notarial deed?

The notary draws up a founding deed, company agreement or statute where the law requires the form of a notarial deed. This applies above all to the limited liability company, the joint-stock company, the limited partnership and the partnership limited by shares.

When a general partnership or a professional partnership is being formed, the notary takes part in those acts for which notarial form is needed because of the content of the agreement or the type of contribution. For the partners, this means that the formal requirements are met at the moment the agreement is signed and that the document complies with the Commercial Companies Code.

How does forming a company before a notary proceed?

The procedure is based on a prior analysis of the details and on signing the deed on the agreed date. For a limited liability company, we settle the content of the agreement, the rules of representation, the contributions and the share capital before the meeting. On that basis we point out any missing elements and set the date of the act.

When a company is formed, the notary conducts the act in an orderly sequence:

• we analyse the shareholders’ details and the planned structure of the company,
• we verify the identity of the parties and the scope of any power of attorney,
• we read out the notarial deed and explain its provisions,
• we collect the signatures and issue the official copies needed for registration.

The original deed remains at the notary office in accordance with the rules on keeping notarial records, and the shareholders receive the official copies needed for the subsequent registration steps.

What information and documents should be prepared before signing?

Drawing up the deed requires information that defines how the company will operate in the future. Preparation covers:

• an identity document of each shareholder or attorney-in-fact,
• the company’s business name and its registered office,
• the object of its business and the planned structure of representation,
• the amount of the share capital and the amount and type of contributions,
• details of the number of shareholders, the duration of the company and the composition of its governing bodies.

Before a date is set at our Kraków office, please send scans of the documents for verification. We prepare the founding deed only after the documents have been verified in this way.

What should a properly drafted company agreement contain?

A properly prepared founding deed is not limited to the name and the capital. Where a limited liability company has a single founder, the document takes the form of a founding deed; where there are several shareholders, it is a company agreement. In a joint-stock company the basic document is the statute. Each of these forms must reflect the way the company will actually operate, because their provisions determine later representation and the way resolutions are adopted.

What do the notarial fee and the scope of the act depend on?

The notarial fee for forming a company is not set arbitrarily. Its amount depends on the type of act, the financial value stated in the deed, including the amount of the share capital, and the number of official copies. Before signing, we explain what the cost results from and what the scope of the act is.

In a notarial act, the following matter:

• compliance of the company agreement with the law,
• verification of the parties’ identity and authority to act,
• explanation of the legal effects of each provision,
• the possibility of later amending the agreement or statute, also when the registered office, business name or capital is changed.

If you are preparing to form a limited liability company or another company that requires notarial form, you can contact our notary office in Kraków to have the details verified and a date set.

Key information about forming a company before a notary

• A notarial deed is required when forming, among others, a limited liability company, a joint-stock company, a limited partnership and a partnership limited by shares, because it sets out the rules for registration, representation and making contributions in accordance with the Commercial Companies Code. Beforehand, the shareholders’ details, identity documents, the company’s name and registered office, the object of its business, the share capital and information about its governing bodies should be prepared, so that the deed can be signed once the documents have been verified. A properly drafted company agreement or statute must define how the company operates, because later resolutions, the shareholders’ liability and the manner of representation depend on these provisions. The notarial act includes formal verification and an explanation of the legal effects of the individual provisions, and the notarial fee depends mainly on the type of act, the financial value stated in the deed and the number of official copies.