Company secretarial services

Company secretarial services in Poland – TGC Corporate lawyers

Corporate secretarial service also refers to managing the office of executive team, supporting the company’s day-to-day operations and fulfilling its statutory obligations.

It ensures compliance of the company’s operations with local law and relieves the company’s representatives from daily and periodic administrative activities.

Managing the executive team office

Company secretarial services provide assistance to businesses at each stage of their operations from entering the market throughout the entire company life cycle. Our client rage includes new entities entering the market, as well as the established market players.

Our services include drafting corporate documents such as contracts, articles of association, resolutions or minutes. We coordinate changes to articles of association, change of address, changes to the composition of management board or shareholders. We comprehensively support general meetings of shareholders, represent clients before administrative authorities and handle correspondence. We support the company’s representatives in obtaining an electronic signature and in making entries to the Central Register of Beneficial Owners.

We take individual approach to each organization and find optimal solutions for every client based on our multi-years’ experience and first-hand knowledge of relevant laws and regulations. We offer flexible cooperation schemes from ongoing support to an ad hoc assistance.

Corporate secretarial services – scope of services

Company formation

• Formation of companies, branch and representative offices 
• Drafting articles of associations of a company to be established in Poland,
• Representation before all administrative authorities in the process of a company, branch or representative office formation:
  • National Court Register (KRS)
  • Tax office
  • Central Statistical Office (GUS)

Registration in the Central Register of Beneficial Owners (CRBO)

• Assistance in fulfilling the legal requirement of company registration in the CRBO
• Identification of the ultimate beneficial owner (UBO)
• Preparation of the application to the CRBO
• Assistance in making an entry in the CRBO
• Making changes to the CRBO

Obtaining an electronic signature for directors

• Assistance in the process for obtaining an electronic signature and its activation

Virtual office (correspondence address)

• Providing the company with a registered office in Poland (Warsaw)
• Handling correspondence:
  • Receiving and checking correspondence
  • Archiving in client’s files
  • Forwarding correspondence to the client in electronic or paper version (if required)

General meetings of shareholders

• Holding annual and extraordinary general meetings of shareholders
• Representing shareholders at annual or extraordinary general meetings of shareholders
• Compressive support for annual or extraordinary general meetings of shareholders (as required):  
  • holding general meetings of shareholders,
  • holding annual general meetings of shareholders in order to approve annual financial statements
  • taking minutes from the general meetings of shareholders
  • drafting resolutions of the management board / supervisory board / shareholders’ meeting  
• Drafting management board reports
• Appointment of auditors
• Filing AGM documentation with the National Court Register along with the annual financial statements

Change of registered office, articles of association or share capital

• Assistance in making changes to the company’s articles of association 
• Change of registered office and address of the company
• Increase and decrease of the company share capital
• Making other changes arising from the company’s articles or the Commercial Companies Code
• Registration of changes in the Registry Court, Central Statistical Office, Tax Office

Changes to corporate governing bodies

• Appointment or recall of management board members
• Extending the term of office of management board members
• Appointment or recall of commercial proxies
• Drafting documentation:
  • Consent of new board members or commercial proxies, and their appointment
  • Statement of address of new board members, commercial proxies, entities empowered to appoint management boards in companies
  • Letters of resignation
• Drafting and filing the required applications and notifications with the National Court Register, Tax Office and Central Statistical Office.

Daily legal and administrative support 

• Assistance in opening bank accounts and changing authorizations at the bank
• Support in completing client documentation related to AML procedures
• Registration for EORI number
• Assistance to governing bodies of companies in corporate governance issues
• Keeping client’s corporate documentation
• Support in internal corporate processes
• Cooperation with the client’s local advisors, i.e. tax advisors, lawyers or notaries
• Conducting liquidation process of a Polish company, branch or representative office of a foreign business
• Advising on the formation of companies, branches or representative office of domestic and foreign entities
• Sale of share in shelf companies

Corporate secretarial services – complementary services

As part of the Advartis Group, we provide clients with complementary services that support running a business in Poland:

Company secretarial services – find out how we can help!