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You must be able to turn your idea into a repeatable process, not a project. Developing technology is not enough to establish a company, but developing technology that will allow you to repeatedly offer a service to numerous entities will enable you to.
You should set up a company when you have an idea for a solution that can be offered to other entities, and you want to offer it.
However, if you have an idea for a new solution, or if you have already developed it, but you do not want to offer it on the market, the licence path seems to be a better option for you. In such a case, the UTTC will assist you in finding a business partner and act as an agent within the scope of concluding the licence agreement between the University of Warsaw and the enterprise buying the licence.
(preparation of the presentation is the most laborious part of establishing a spin-off, and it usually takes about 30 days. Presentations comprise about 30 slides. The UTTC aids the preparation of the presentation).
After a limited liability company is registered in the National Court Register, the court files to the Central Statistical Office of Poland and the Tax Office for the assignment of a Business Registry Number [REGON] and Tax Identification Number [NIP]. Within 21 days as of the company’s registration in the National Court Register, the NIP-8 form must be filed in the tax office to provide them with the taxpayer’s supplementary data. If the company intends to settle VAT from the beginning of its operation, the management board must file a separate VAT-R form at the tax office.
The company must file relevant applications related to social insurance within 7 days as of hiring the first employee. The Social Insurance Institution [ZUS] will open a contribution payer’s account and prepare registration documents related to the hiring of an employee, provided that the application to the National Court Register was filled in correctly and the NIP-8 form for was filed at the tax office within 7 days as of company registration.
A list of sample costs related to the registration of a limited liability company with a share capital of PLN 5,000.00:
|court fee|| PLN 500|
As of 01 July 2011, the court fee amounts to PLN 500, and the announcement in Monitor Sądowy i Gospodarczy costs PLN 100.
|charge for the announcement in Monitor Sądowy i Gospodarczy|| PLN 100|
Od 1 lipca 2011 r. koszt ogłoszenia wpisu w Monitorze Sądowym i Gospodarczym to 100,00 zł
|notarial fee|| PLN 160,00|
for share capital of PLN 5,000, the notarial fee amounts to PLN 100 + 3% of the amount exceeding PLN 3,000, which amounts to PLN 160.00.
|VAT on the notarial fee|| PLN 36,80|
(23% VAT on the notarial fee) = PLN 36.80.
|tax on civil law transactions|| PLN 21|
calculated at a rate of 0.5% of the share capital from which you may deduct the notarial fee collected by the notary (PLN 196.80). the court fee for registration in the National Court Register and announcement in Monitor Sądowy i Gospodarczy (PLN 600). The total amount of the tax on civil law transactions due is PLN 21.00.
|As of 15 January 2015, you don’t need to attach specimen signatures of representatives to applications for the publishing of data on the representatives of the registry entity in the National Court Register.|
|As of January 2015, there is no mandatory charge for VAT-R registration.|
NOTE: If the management board is composed of one person, or in the case of joint representation, the employment contract for a member of the management board that is concluded with the company must be signed (on behalf of the company) by an attorney-in-fact appointed for this purpose by the company’s management board.
The share capital is an abstract amount that is listed in the balance sheet as a liability. The item that corresponds to the share capital on the “assets” side is financial contributions or contributions in kind made by the shareholders. In practice, it is the company’s property. It should be noted that such property may be changed into other assets. Hence, formally speaking, share capital is not equivalent to the actual property of the company. Legal regulations do not state the upper threshold of the share capital, so this value is decided upon by the shareholders. However, when specifying the value, shareholders should remember that it must be fully covered by contributions in cash or in kind.
Share capital may be covered by a contribution in cash or in kind.
Legal regulations do not provide for any specific form of making a contribution in cash or in kind, but there are practically two ways of making it: using cash (transfer of title to currency to the company) or using cashless means (wire transfer). However, it is legally required that the company’s management board is capable of managing those contributions and that they are actually transferred to the company. The best, exemplary manner of making contributions in cash to the share capital is opening a bank account and making sure that the shareholders transfer the money to the bank account of the limited liability company in the process of formation.
A contribution in kind may consist of intangible assets (rights) or simply objects. Making a contribution in kind means that all rights to an object of such a contribution are being transferred to the company, that is the title to a given thing is transferred. Contribution in kind may encompass movable assets, immovable property (or, to be more precise, the title thereto), as well as the shareholders’ receivables or even entire enterprises. Pursuant to Article 158 of the Code of Commercial Companies and Partnerships, if a contribution to the company intended to cover the share is fully or partially a contribution in kind, the articles of association should precisely describe the object of such a contribution, name the shareholder making it, and state the number and nominal value of shares taken up in return.
Above all, one should remember that the share capital may not be lower than the minimal value, which in the case of a limited liability company amounts to PLN 5,000.