A registered association and an ordinary association are two different types of associations that are often confused. The main feature of a registered association is that it acquires legal personality upon registration in the National Court Register (KRS). However, it is a more formalized organizational form, which also entails a greater number of obligations.
How many people are needed to establish an association?
The first step in the process of establishing a registered association is to gather a group of at least 7 people who will be the founding members of the association. The founders of a registered association must be Polish citizens with full legal capacity and who have not been deprived of their public rights.
At the same time, there is no upper limit to the number of founding members.
Can a foreigner establish or join an association?
Foreigners can establish new associations if they reside in the territory of the Republic of Poland.
However, if a foreigner does not reside in Poland, they cannot establish a new association. They can, however, join an existing one—if the association’s statute allows for such a possibility.
Association Statute – What is it?
The statute of an association is its most important document (it is akin to a company’s articles of association). It defines the name, registered office, objectives, and mode of operation of the association, its governing bodies, membership rules, and sources of funding.
The statute also specifies whether the association intends to conduct business activities and whether, for example, it permits foreign nationals to become members.
The statute is prepared in ordinary written form – a notarized deed is not required.
What governing bodies must an association have?
According to the Law on Associations, every association must have three governing bodies:
General Assembly – composed of all members of the association and serves as the highest authority (comparable to the shareholders’ meeting in a company). The General Assembly adopts resolutions on various matters concerning the entire association. The specific rules for the functioning of the General Assembly (e.g., types of resolutions, required majority of votes, etc.) are set out in the association’s statute;
Management Board – responsible for managing the affairs of the association and representing it externally. There is considerable flexibility in determining the composition, term of office, number of members, etc.;
Internal Audit Body – a control body of the association, usually in the form of a Review Committee. Its task is to ensure that the association operates correctly and in compliance with the law.
Registration of the Association with the KRS
After completing all required documentation (including the statute, list of founders, resolutions, minutes of the meeting), the next step is to submit an application for the registration of the association in the National Court Register (KRS). The application is submitted electronically through the PRS (Court Registers Portal).
The association obtains legal personality once it is entered into the register. This means that only from this moment can the association sign contracts, raise funds, or hire employees.
The termination of a registered association does not consist only of filing an application for the deletion of the entity from the KRS. In order to terminate the entity, a liquidation process must be carried out. It has been described below.
The decision to close a liquidation involves a number of formalities necessary to finalise it. Compared to the liquidation of a company, the process is de-formalised – but requires time, funds and an action plan.
The Act on Foundations is quite laconic on the details of how to establish a foundation in Poland. The article contains general information on formalities, further steps and the way to establish a foundation.
