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How to establish a spin-off company

 

To establish a spin-off, you need an idea!

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.


If the spin-off option seems to better meet your requirements, the best plan of action is as follows:

  1. Report the need for consultations on establishing a spin-off to the UTTC (call or email the UTTC).
  2. Participate in an information- and consultation-oriented meeting with the UTTC’s employees in relation to the possibility of developing the idea and commercialisation perspectives.
  3. The UTTC assigns an advisor to assist you at all stages of company formation.
  4. Develop the concept of the company’s activity in the form of a presentation in cooperation with the UTTC adviser. The presentation should include, in particular:
    1. The object of the company’s activity and manner of its functioning.
    2. A description of services or products to be offered by the future company.
    3. Information about the company initiators.
    4. Business information.
      1. The market in which the company will operate.
      2. What revenue the company is expected to obtain in the first two years of functioning.
      3. What costs the company is expected to incur in the first two years of operation.
      4. How the company’s activity will be financed during the first stage.

    (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).

  5. Present the information referred to in item 4 at a meeting with the University representatives, that is the UWRC’s management board. (UWRC was established by His Magnificence Rector to take up shares in spin-offs. The University of Warsaw is the sole shareholder of the company.)
  6. The Management Board of UWRC decides whether to join the company.
  7. UWRC notifies His Magnificence Rector of its decision on establishing the company and provides him with the presentation referred to in item 4.
  8. The articles of association are signed by the researcher/research team and UWRC.
  9. The company is registered in the National Court Register and it may commence its activity.

Elements required to establish a limited liability company in Poland:

  1. the articles of association must be concluded in the form of a notarial deed (at the time of concluding the articles of association, a limited liability company in the process of formation [spółka z o.o. w organizacji] is established, which is an entity that may acquire rights, incur liabilities, that has legal capacity, capacity to perform acts at law, capacity to be a party to proceedings and act in legal proceedings (a company in the process of formation is represented by the management board or by an attorney-in-fact appointed by a unanimous resolution of shareholders);
  2. contribution of the company’s share capital (which should amount to at least PLN 5,000.00; the value of a share may not be lower than PLN 50.00*);
  3. appointment of the management board (the first management board may be listed in the articles of association);
  4. entry to the register of entrepreneurs maintained by the registry court having jurisdiction over the company’s registered office.

In order to register a company in the National Court Register, the following documents must be filed at the registry court having jurisdiction over the company’s registered office:

  1. an application for registration filed using official templates (attached),
  2. a receipt confirming the payment of the PLN 500.00 court fee for the entry and PLN 100.00 for the announcement in Monitor Sądowy i Gospodarczy [Judicial and Commercial Gazette],
  3. the articles of association drawn up in the form of a notarial deed,
  4. a list of shareholders containing first and last names, or business names and registered offices of each shareholder, the address, the number and nominal value of shares held, and, if a one-person company is being registered, information that said person is the sole shareholder of the company,
  5. a declaration of all members of the management board that all shareholders made contributions for the initial share capital in full,
  6. evidence confirming the appointment of particular members of the company authorities, if the appointment is not covered by the articles of association (it is best to appoint the management board in the articles of association),
  7. pursuant to Article 19a sec. 5 of the Act on the National Court Register, the consent of representatives of the entity registered in the National Court Register, liquidators and commercial representatives for their appointment must be attached to the application for registration of such persons. The requirement referred to above is not applicable when (i) the registration application is signed by the person who is to be registered or who granted the power of attorney to sign it, or (ii) the consent is expressed in the minutes of the meeting of a body that appointed a given person or in the articles of association.

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.
 TOTAL PLN 817,80

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.

* Which is practically a contribution of the share capital. What needs to be done?

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.