Commercial law What does a limited liability company “in organization” mean?

When is a limited liability company “in organization” established?

A company “in organization” is established at the moment its articles of association are signed (traditionally with a notary or online via the S24 system). From that moment, the company “in organization” can independently enter into contracts and take action in its own name in legal transactions. Entry into the National Court Register (KRS) finalizes the organizational stage, grants legal personality, and ensures the transfer of all rights and obligations of the company “in organization” to the registered company.

“Without numbers” (KRS, NIP, REGON)—does a company “in organization” really exist?

Until registration, the company “in organization” does not have a KRS number, but it still operates as an independent entity and can enter into agreements in its own name. After the company is entered into the KRS, its NIP and REGON numbers are assigned automatically. However, carrying out certain activities can be complicated without these identification numbers. Therefore, clients sometimes decide to apply for a NIP and REGON before the company is formally registered in the KRS. This solution is correct and possible if needed.

It’s worth noting that nowadays, thanks to electronic registration systems (S24 and the Court Register Portal), the process of entering a new company in the KRS usually takes only a few days (for S24-incorporated companies) or up to a few weeks (for companies established by notary deed). So, if there’s no urgent need to start accounting or business activities before registration, it is worth waiting for the KRS entry and automatic assignment of NIP and REGON. Applying for these numbers separately during the organizational stage does not actually speed up the start of business activity and only adds paperwork.

How to identify and represent a company “in organization”?

Until the company is registered in the KRS, it should be marked as “in organization” on contracts, correspondence, offers, and invoices. After the KRS entry, you should stop using the “in organization” note and continue with the company’s official name with “limited liability company” (“spółka z ograniczoną odpowiedzialnością”) included.

During the organization stage, the company’s affairs are handled by the appointed management board or a designated attorney (representative). Their rights and responsibilities are the same as after registration in the KRS.

Summary

When talking about a company “in organization,” you might refer to the Polish proverb: “the devil is not as black as he is painted” (literally: “not such a wolf as he is painted”). Although the amount of information associated with establishing a company can initially seem overwhelming, it’s worth remembering that the procedure is not particularly complicated. With professional support, the entire process can be quite simple and straightforward.

The key to an efficient registration process is thorough preparation of all necessary documents, including those related to the shareholders and the new company itself. It is also important to keep in mind that the registration procedure in the National Court Register takes some time. However, this does not prevent the company from conducting business activities during the “in organization” phase.

Our team will be happy to assist you throughout the process of establishing a new company—feel free to contact us!