How to increase the company’s share capital?
The increase in the company’s share capital is often made during a visit to a notary public, by amending the articles of association, in the form of a notarial deed. The cost of the notarial deed depends on the amount of the increased share capital. Moreover, if the persons authorized to amend the articles of association do not speak Polish, then the presence of a sworn translator is required during the notarial act.
What documents should be provided to the notary when the company’s partner is a foreign company?
If the partner of the company in which we are increasing the share capital is another foreign company – it is necessary to obtain an extract from the foreign register of entrepreneurs. In individual situations, it is also required to obtain an apostille clause on such a document. It should also be borne in mind that a sworn translation of the document presented to the notary public into Polish is necessary.
The above means that a lot of time is lost to obtain the relevant documents, and after all, the company can have an increased share capital only after it has been entered in the register of entrepreneurs of the National Court Register!
Is it possible to increase the company’s share capital without the participation of a notary public?
Yes! The share capital may be increased by adopting a shareholders’ resolution on the basis of the existing provisions of the articles of association or via the S24 system.
How to increase the share capital of a company based on the existing provisions of the articles of association?
An increase in the share capital without the participation of a notary public is possible by adopting a resolution by the shareholders to increase the share capital on the basis of the existing provisions of the articles of association.
The articles of association should include a provision with information on the possible amount and date by which the company’s share capital may be increased without the need to amend the articles of association. Then, during the shareholders’ meeting, a resolution of the shareholders to increase the company’s share capital is adopted and relevant statements of the shareholders and the management board are attached. An increase in the share capital without amending the articles of association is valid from the same moment as in the case of an increase in the share capital at the notary’s office.
How to increase the company’s share capital via the S24 system?
The second way to increase the share capital without visiting a notary public is to amend the articles of association via the S24 system.
The articles of association may be amended on-line using a trusted ePUAP signature or using a qualified electronic signature. Changing the articles of association in electronic form is only possible for companies registered via the S24 system. The increase of the share capital by amending the articles of association in electronic form is valid from the same moment as in the case of increasing the share capital at the notary public.
What obligations must be met when increasing the company’s share capital?
It is important to remember about the company’s obligation to submit a declaration on the tax on civil law transactions (PCC-3) on the increased share capital and to pay the tax. If the share capital is increased by a notary, the notary will collect the tax from the company and pay it to the tax office on behalf of the company. The deadline for submitting a declaration on tax on civil law transactions (PCC-3) is 14 days from the date of the transaction. The body obliged to submit a declaration on the tax on civil law transactions (PCC-3) is the management board of the company.
What is the amount of PCC tax on the increase in share capital?
The tax on civil law transactions (PCC) on the increase of the share capital of the company is 0.5% of the value of the increased share capital of the company.
Since when is the share capital increase effective?
The increase in the company’s share capital is effective from the moment of entering changes regarding information about the company’s share capital in the register of entrepreneurs of the National Court Register.
