Internet limited liability company in the organization

The subject of this study is selected aspects of the legal institution in the form of an online limited liability company in the organisation. The concept of an online company of o.o. should be understood as a company of o.o. created by the model contract made available in the electronic system.

On the basis of the general characteristics of the company, the mechanism for its creation and operation, the risk to the economic turnover of that institution has been identified.

Among them were identified: a flawed way of establishing members of the company's organs, no common database for the portal system S24 and the KRS, the possibility of removing the company under the scheme, as well as the evidence difficulties associated with its activities.

The arguments put together allowed for conclusions to be drawn according to which the stage of the online organisation of the company should be excluded due to too much risk to the economic market.

Modern technological development has a significant impact on all aspects of human activity. one of the most important manifestations of progress is common computerisation. Internet access significantly facilitates not only communication, but also other forms of interaction at a distance.

This situation clearly also affects the development of the legal system. Consequently, this system should be updated in order to adapt it to changing realities. This raises a number of challenges that concern many areas of law, including company law.

On the ground, it is particularly important to inform about the establishment and operation of commercial companies. The legislator saw this issue more than a decade ago, by constructing in the Act amending the Act — Code of Commercial Companies and some other laws from 1 April 2011 1 regulations opening company law to new technologies.

The concept of an online company of o.o. should be understood as a company of o.o. created by the model contract made available in the electronic system. The possibility of establishing such a company using the portal S24 was introduced by the Amending Act, which entered into force 1 January 2012.

The subject of this study is selected aspects of the legal institution, which is an online limited liability company in an organisation. The concept of an online company of o.o. should be understood as a company of o.o. created by the model contract made available in the electronic system.

The possibility of establishing such a company using the portal S24 was introduced by the Amending Act, which entered into force 1 January 2012. In the following years, the legislator expanded the scope of companies subject to registration using the Internet, including an open, limited and simple stock company.

The purpose of the amendment introducing an online institution for a limited liability company was to facilitate and significantly accelerate the process of setting up that entity and to simplify the associated procedure.

It should be stressed that, in the explanatory memorandum of the draft, the legislator indicated that one from the advantages of establishing a company with the use of a template of the contract, it is avoided — as the name of the portal refers to: S24, suggesting the possibility of not only establishing but also registering the entity within one day — the necessity to use the ‘sp.

z o.o. in the organisation’ structure in trade, but at the same time it did not exclude the possibility of operating the company at this stage[2].

The decade of online companies operating in the legal trade certainly allows for an attempt to assess the solutions introduced and to identify issues which raise doubts and thus should be the subject of special attention from legislators in the future.

This Article is intended to analyse one of these issues, namely the legal status of the online company of o.o. between the conclusion of the contract by the shareholders and obtaining an entry in the register of entrepreneurs of the KRS 3 , and therefore an online Polish limited liability company. in the organization.

The comments of the study will focus on assessing whether the functioning of such a company can be a source of risks to the safety of legal and economic trade.

This issue has not yet become the subject of broader consideration in doctrine. It is argued in the literature that a short period of time in the organization and its associated temporary nature makes an analysis of the operation of such a company without object.[4].

However, it is certainly necessary to identify the risks associated with the formation of an online company in the organisation, and to assess the degree of risk that may pose to the safety of legal and economic trade, the unfair use of this form of organisational business.

It should be pointed out that the analysis of the rules on the online connection of the company with the o.o. requires the argument that the scale of the risks posed by the defective use of the online company with the o.o.

in the organisation makes question the advantage which undoubtedly derives from the use of the Internet institution of the company with the o.o.

In order to identify and assess these risks, the general issues concerning the company will first be presented in the organisation. The problem of establishing an online Polish limited liability company. will then be discussed, which will allow to identify the risks that the online Polish limited liability company. may pose in the organization.

Consequently, it will be possible to draw conclusions on the risk-benefit relationship.

The study was based on a regulatory analysis Act dated 15 September 2000 Commercial Companies Code (hereinafter: k.s.h.), Act dated 23 April 1964 Civil code (hereinafter: k.c.), Act dated 17 November 1964 Code of Civil Procedure (hereinafter: k.p.c.), Act dated 20 August 1997 on the National Court Register (hereinafter: the National Court Register Act), as well as the Regulations of the Minister of Justice dated 14 January 2015 on the definition of standards for limited liability companies made available in the electronic system 5, establishing the technology infrastructure necessary to establish online companies with o.o., located on the government portal website S24 6.

Company z o.o. in the organization - general issues

As per content Article 161(1) k.s.h. company z o.o. in the organization is created when the agreement of the company is concluded and exists until an entry in the KRS is obtained. However, registration may not occur due to the expiry of time limits from Article 169 k.s.h.

on its application to the registration court or on grounds of the final rejection of the application for an alert. It should be pointed out that the concept of an organisation’s ‘stadium’ applies to both ‘traditional’ and to the resultant Article 4(2)(15) k.s.h. ‘Internet’ of the sub-type of the company o.o.

7 Although an online Polish limited liability company. in the organization is not directly mentioned in k.s.h., it is from the content Article 161(4) k.s.h. and Article 169(2) k.s.h.

it follows that such an institution exists and operates on a similar basis to its traditional counterpart, although some differences in the specific provisions concerning both entities are not apparent.

first of these differences shall be disclosed on the basis of the form of legal action necessary for the conclusion of the articles of association.

In the case of an online company, the conclusion of the contract shall be by means of a qualified electronic signature, a trusted signature or a personal signature by each partner. However, it should be noted here that the possibility of setting up an online company with a personal signature has not yet been implemented into the portal S24. In the case of a traditional company, the contract is concluded in the form of a notarial act.

Another difference concerns the period of operation of companies in the stage of the organisation, which may take up to 6 months with a traditional company 8, whereas in the case of a company established through a portal S24 is shortened to just 7 days[9].

If, after that time, the company’s appointment is not notified to a registered court or if the order of the court refusing registration becomes final, the articles of association shall be terminated.

In addition, with a traditional company in the organisation, the change of contract requires shareholders to enter into a new contract, while in its online equivalent, this provision is not applicable 10.

Another difference is the possibility of using the facilities and limitations of the portal S24 via the web-based company z o.o., especially such as taking — on a principle Article 4(2)(15) k.s.h. — online resolutions using a pre-established pattern.

Except for the differences identified, the legal nature of both sub-types of companies is the same. Both are civil-law entities who can acquire rights in their own name, including property ownership and other rights in kind, commit, sue and be sued 11.

They have both judicial and legal capacity, and their nature allows them to be classified as defective legal persons 12. The normative element that distinguishes the company from the company is the references — contained in the regulations Article 11(2) k.s.h. and Article 331(1) k.c.

— according to which, in matters not governed by specific provisions, legal persons are to apply provisions to the organisation 13, and also treating already registered Polish limited liability company. 14 .

In conclusion, it must be pointed out that the company with the o.o. in the organization is a hybrid transitional work. It is therefore governed by specific provisions concerning defective legal persons, while applying to it the relevant provisions of the legal person concerning the relevant company.

In the case of an online Polish limited liability company., the organisation imposes the need to apply the provisions of k.s.h. governing the establishment and operation of companies whose contract was concluded using the template.

The creation of an online Polish limited liability company. in the organization

Form of the partnership agreement

In order to establish an online Polish limited liability company. it is necessary to fulfil the model of the contract made available on the portal S24 and provide it with a qualified electronic signature or signature trusted by partners.

In order to be able to use the system described, an account should be created in advance, for which it is also necessary to have one from the indicated signatures.

It should be raised that second of these structures — so-called ePUAP — raises much doubt in the doctrine 15 because it is difficult to qualify it for the civil code catalogue of forms of legal activity.

It is clear from the provisions that the trusted signature does not meet the requirements of electronic form 16, reserved only for qualified electronic signatures, and even more in plain written form 17.

Allowing the conclusion of an online agreement of the company with the use of a trusted signature means that there is a possibility of concluding a contract in document form. This is because this signature is considered to be a documentary form 18 the ‘lowest’ in the hierarchy of specific legal acts.

It should be stressed that such a conclusion gives rise to significant doubts, because it means that the legislator allowed the conclusion of the company's contract using the lowest form of legal activity, while, in principle, a notarial act, i.e. the highest form, is required to conclude the company's contract.

Conclusion stages and content of the articles of association

Establishing an account on the portal S24 allows the creation of a new entity in the “My Companies” tab. This requires the provision of basic data, such as company name, legal form and company headquarters. After these activities, a new window will be opened, in which a wide range of activities available to the company will appear.

first, which must be taken, is the completion and signing by all partners — because the absence of any signatures excludes the possibility of effective approval of a document — a model contract, resulting in the creation of an online company with an o.o. in the organization.

The content of the current model is based on the Regulation of the Minister of Justice, which allows for the conclusion of a standardized company agreement, in some respects giving shareholders the option to choose one of several options — usually two or third, and, in others, allowing them to be more freely fulfilled, as in the case of the identification of the shareholders, together with the contributions made only in the form of monetary contributions, the subject matter of activity by the PKD number, and the bodies of the company and their members, in which the name, address and PESEL number of certain persons must be entered.

After signing, the partnership agreement can be printed, so it will take the form of a document. In addition to the content itself, it also lists the persons who signed it. This document is important for proving the conclusion of the company agreement. Such evidence may be necessary in the course of undertaking activities related to its operation by an online company.

Duration of the company

Since its inception, and therefore since the conclusion of the contract, the online company of the o.o. in the organization can operate through another 7 days. At this time through the portal S24 a request for registration of the company in a court must be submitted to the registration court signed by the members of the board.

This request outside of the contract shall be accompanied by documents such as a list of shareholders and an optional declaration that all contributions to the share capital of shareholders have been made 19.

Introduction of this short seven-day deadline as opposed to 6 months with a traditional company proves that the legislator sees certain risks that an online company may pose for such a long period of time at the stage of the organisation.

At the same time, it should be pointed out that this period with an extended registration process, for example in connection with the recovery proceedings 20, may be prolonged accordingly.

In the further part of the study, an attempt will be made to answer the question whether the limitation of the period of operation of the Internet company from the o.o. in the organisation to 7 the days have avoided potential risks to legal and economic security.

During the functioning of the Internet company in the organisation of its partners and members of its bodies using the portal S24 They can take a lot of action. In particular, it is possible to adopt resolutions whose content has also been determined on the basis of a regulation of the Minister of Justice.

Authorised activities concerning the company on the portal S24

During the functioning of the Internet company in the organisation of its partners and members of its bodies using the portal S24 They can take a lot of action. In particular, it is possible to adopt resolutions whose content has also been determined on the basis of a regulation of the Minister of Justice.

It should be noted that the system does not itself indicate by whom the documents are to be signed. In addition, functions such as making the company available — and therefore, above all, its documentation — to another user of the system, as well as editing and removing the company.

The last of these tools deactivates when the company's registration application is sent and paid.

Ending the organisation does not change the portal itself S24. Partners will be notified of effective registration in the KRS. However, the formation of the Polish limited liability company.

as a legal person does not result in a change in the technological infrastructure of the account used previously for the conclusion of the contract or other activities concerning the online Polish limited liability company. in the organization. With the registration of the company z o.o.

it becomes an entity of the rights and obligations of the company from the stage of the organization 21.

Internet functioning of the Polish limited liability company. in the organization — threats

General issues

In the previous comments of this study, the general nature of the online company of o.o. in the organisation has been outlined. The approximate aspects of the company's establishment and operation so far allow an attempt to identify the risks that this entity, being a full participant in the trade, can carry for economic or legal relations. These risks will be described in four sub-chapters each concerned one problem group.

Establishment of members of the board of directors and supervisory board

one of the elements necessary for the completion in the template of the articles of association with o.o. is the appointment of elected bodies and the establishment of their members by introducing relevant data into the system. Portal users S24 may appoint only a board or an additional joint supervisory board.

The possibility to select the bodies set out in the model of the partnership agreement is most desirable, but the way in which specific persons are appointed in these bodies raises considerable doubts. Partners have the opportunity to choose them not only from among themselves.

This allows a person to be appointed to the body third, with no shares in the company. In traditional companies with o.o., such action is often undertaken, as it allows for the distribution of capital and management characteristic for legal persons. However, when setting up an online company with an o.o.

to form a member of the body of a given person in the model of the contract, it is sufficient to specify his name, number, PESEL and address of residence. It should be stressed that no notary or any other person of public confidence is responsible for setting up an Internet company.

This means that an unreliable entity with knowledge of the PESEL numbers of other persons has the possibility to appoint them to the company's bodies under conditions of their unawareness of such a situation. Such persons do not sign a contract made available in the electronic system, as it belongs only to partners.

It should be noted that the functioning of the ‘mature’, that is already included in the register of entrepreneurs, an online company with an inadequately cast body, for example the board, would be impossible.

This is due to the fact that, in order to complete the statement of capital, to be made at the latest within the time limit 7 days from the date of entry in the register, qualified electronic signatures or trusted signatures of all members of the Management Board will be required.

Nevertheless, an online company with a stage of organisation, having members in its bodies under the conditions described, can take many actions threatening not only those persons but also the safety of trade.

This danger concerns first and foremost the members of the company's board of directors because of the wide range of competence of this body to represent the company and to conduct its affairs. It should be noted that the persons in charge of the online bodies of the company of o.o.

in the organisation are liable both internally to their partners and externally to creditors. 22. As stated in Article 13(1) k.s.h. the joint and several liability of the capital company in the organisation shall be borne by the company and persons who acted on its behalf.

This regulation must be linked to Article 161(2) k.s.h., according to which the company in the organization is represented by the board of directors or a proxy appointed by unanimous resolution of shareholders.

By means of the separate alternative contained in that provision, it should be considered that only the board of directors can represent an online company with an o.o. and therefore act on its behalf 23. This is due to the fact that in the company's agreement with O.o.

concluded by means of a mandatory standard, the point is the appointment of board members whose existence by virtue of the said structure Article 161(2) k.s.h. excludes the possibility of a separate appointment of a representative.

Neither do the partners themselves have the right to represent the company, since they are not mentioned in the content Article 161(2) k.s.h.

The content of these provisions results in the exclusive designation of board members to act on behalf of the online company of the o.o. in the organisation. This is linked to their responsibility, both contractual and non-contractual 24.

It should be pointed out that, unlike the members of the Management Board, which are responsible for the company’s obligations with all its assets 25— the shareholders of the limited liability company in the organisation may be liable only to the amount of contributions not made 26.

This brings their status closer to what they will get under the already registered company of o.o.

The comments submitted justify the conclusion that the members of the internet board of the o.o. company have significant risks associated with their activities. In the meantime, the Act does not constitute sufficient barriers to the appointment of members of the bodies without their knowledge and acceptance in the unauthorised use of PESEL numbers.

Consequently, there is a highly probable possibility of using a specific type of identity of specific persons in order to avoid liability for unreliable online activities of the Polish limited liability company. in the organization.

The person used in this way is obliged to face the burden of proof to demonstrate his ignorance as regards his appointment as a member of the body, which is a condition for his release from responsibility for the activities carried out by the company.

This is a problem similar to the question of the possibility of setting up a company using a model contract per person third only on the basis of knowing her PESEL number.

The legislator, recognizing this danger, by legislative change 27 removed this possibility and one from the motives of this change was criticism of such a solution in doctrine.

Members of the company's bodies may also bear liability of a compensation nature to the company itself. This may be due, inter alia, to the inaction of the already appointed management board in respect of the obligation to notify the company in the stage of organisation to the register of entrepreneurs of the KRS.

It is therefore possible for the company to claim compensation from its board members for failing to register. The time limit for filing the application was set at 7 days from the date of conclusion of the articles of association 29, it seems highly likely to lead to this situation.

However, with such a claim, the burden of proof lies with the company which would have to demonstrate such omission of a member of the board. Therefore, the potential risk of liability to the company appears to be lower than that resulting from Article 13(1) k.s.h.

When analysing the responsibility of the members of the Internet management of the company from the o.o. in the organization, it should be pointed out further one a question to consider. Content Article 291 k.s.h.

it follows that if the members of the board of directors intentionally or negligently provided false data in the application for entry in the KRS of the statement in question under Article 167(1)(2) or Article 262(2)(3), are jointly and severally liable to the creditors of the company by 3 years from the date of registration of the company or registration of the share capital increase.

Statement from Article 167(1)(2) concerns confirmation by the members of the Management Board that contributions have been made in full by all the partners. However, this provision is similar to Article 167(2)(3) k.s.h. — does not apply to online companies with o.o.

Concerning their regulation, as regards the necessary elements of the company’s notification to the NRS business register, including a statement by board members of the contribution to the share capital of all shareholders, was concluded under Article 167(4)(1-4) k.s.h.

However, that provision was not indicated under Article 291 k.s.h., which may suggest that the members of the Internet board of the company are not liable to civil liability for making a false statement concerning the contribution to the share capital.

However, it seems that there are no rational reasons why the members of the Internet board of the company would be excluded from such responsibility. Therefore, the current wording of the provision under review should be considered as a legal loophole and should be proposed to remove it in the future.

No shared database for portal S24 and the KRS

Not only natural persons, but also companies governed by commercial law, can become shareholders of the Internet company. 30.

The identification details of such entities to be included in the contractual standard shall be the name of the company, the address and the number and information concerning the register in which the entity is entered.

Portal Software S24 However, it has not been merged with the National Court Register or any other national or external register[31]. This makes it impossible for the system to verify the correctness of data on legal persons in relation to data from the register.

This means that it is possible to establish a partnership with non-existing shareholders. System S24 it does not verify that the entity concluding the contract has previously been registered in the KRS business register.

It should also be indicated that a contract on behalf of legal persons or partnerships should be signed by a qualified electronic signature or by a trusted signature by a person authorised to do so. 32. The addition of this document is not necessary for the effective conclusion of the agreement.

Therefore, there is a reasonable risk that there will be a situation in which an online company with an o.o. will be able to operate in the absence of partners. Again, it should be pointed out that until such a company is entered in the register, the legal status of its shareholders is not subject to any verification.

The lack of the obligation to attach a power of attorney to the conclusion of the contract when establishing an online Polish limited liability company. also involves another necessary to discuss the outcome.

Similarly to the appointment of a member of the body of a person without his or her knowledge only on the basis of knowledge of the PESEL number, it is possible to establish a company whose shareholders will be unaware of this fact.

It is only necessary to know the number assigned to them in a given register, because the indication of that number is sufficient to identify by the system S24 a new partner.

In this case, therefore, the person claiming to be a proxy may also sign the company agreement on behalf of the alleged power-maker, effectively establishing a company. In the current state of the law, there is no instrument to expose and prevent such action.

It should also be pointed out that a similar procedure would be possible for a natural person, as a false proxy could also be signed on his behalf without having to disclose its power of attorney.

Option to “remove” the Polish limited liability company. in the organization on the portal S24

one from features available on the portal S24 in the "My enterprises" tab, there is an option to remove the company with all related documents. This possibility can be used until the application is sent and paid to the register court, and thus for almost the entire period of operation in the legal form of the online company z o.o.

in the organization. The existence of such a tool seems to be a significant risk to marketing safety. The only evidence of the Internet connection of the Polish limited liability company.

apart from the documentation on the portal S24 automatically generated messages sent by the system to private email accounts of people who signed the contract.

This creates a risk of a situation in which, after the conclusion of the agreement between the Internet company and the person, third as a result of the option to remove the company from the system S24 It would disappear from the legal trade.

The result would be a difficulty in implementing the contract, in particular the performance of the claim of the creditor of the company which is second the contracting party. The removal of the company from the system raises a question about the substantive aspect of such activity.

It also raises doubts about the fact that the company is established online in the organization and thus its ability to establish legal relations with persons. third. In such a case, it appears that the only proof of the conclusion of the Internet agreement of the Polish limited liability company.

is the printout of the system covering the content of the document.

Apart from the danger of misuse of the option of "removing" the company, this possibility seems difficult to reconcile with the provisions of the Polish legal system. Provision Article 170 k.s.h., dealing with the liquidation of the company from the o.o.

in the organization, does not allow the possibility of doing this by "removing" it on the portal S24.

It should therefore be examined whether the exercise of this option should be treated as an immediate transfer by the shareholders to the liquidation stage, or as an expression of their will, according to which they will not seek to register the company.

However, still in both hypotheses, the liquidation of the company in the organisation if it is unable to immediately reimburse all contributions made or fully cover the claims of persons third, seems very difficult.

In such circumstances, liquidation should be carried out by the Management Board 33, Members of which may not have relevant documents with a company associated with them, as they would be removed from the system together with the whole company.

Evidence difficulties

The problem of the liquidation of the online Polish limited liability company. is also related to another necessary to discuss the threat of difficulties in proving the existence of the company. As already mentioned, the automatically generated message about setting up an online Polish limited liability company.

is sent to e-mail boxes of all partners who have submitted their signature to completed on the portal S24 a model contract. This is one of two documents proving the establishment of such a company.

second they may be printed by a company agreement which, in addition to the content, also includes information about persons who have signed it using an electronic system. Both documents are generated by an appropriate algorithm in a system managed by a public authority.

In the context of evidence, there is considerable doubt about the status to be given to the printout from the portal S24 covering the content of the Internet agreement of the Polish limited liability company. It must be considered whether it can be regarded as an official document within the meaning of Article 244 k.p.c. as this information is not directly indicated in any normative act.

According to Article 4(4aa) KRS laws collected independently computer prints of current and complete information about entities entered in the register have the power to be compared with the power of official documents.

However, using a linguistic interpretation Article 4(4aa) KRS Act, it should be concluded that a printout from the portal S24 covering the content of the website agreement of the Polish limited liability company. does not have the power aligned with the official document.

It is not current or full company information within the meaning of that provision. In the context of an online Polish limited liability company. in the organisation, it should also be noted that it is not an entity entered in the register of KRS entrepreneurs, which also requires a disposition from Article 4(4aa) KRS Act.

However, recourse to a functional interpretation leads to a different position.

It should be noted that the portal S24 — from which the partners may collect the company’s contract signed by them, is part of the eKRS’s electronic system, which allows the collection of binding official documents of up-to-date or full information on entities entered in the register of economic operators of the KRS.

It is therefore justified to conclude that, by analogy, a printout from the portal S24 including the content of the website agreement of the Polish limited liability company. in the organisation should also have the power of an official document. Its collection is possible from the same electronic system, wholly connected to the KRS.

This conclusion is also supported by the fact that any contract of a traditional company with an o.o. — as it is concluded in the form of a notarial act — constitutes an official document, as confirmed by the Supreme Court case law 34.

The comparison of the evidence of online contracts and of the traditional sub-type of the company with the o.o. seems therefore justified.

Both documents set up the creation of the same type of companies, which differ only in certain technical aspects related to the adaptation of the website company to operate in the regime designated by the portal S24.

Giving different evidence to these documents seems too far-reaching to differentiate the nature of both sub-types of the company. It should also be noted that the ‘mature’ online company of o.o. meets the disposition indicated under Article 4(4aa) National Court Register Act.

This also speaks in favour of a printout from the portal S24 covering the content of the website agreement of the Polish limited liability company. as an official document, even if the company is still in the stage of the organisation.

After all, the change in the evidence of the agreement of such a company, which would become an official document only at the time the company obtained an entry in the register of entrepreneurs of the KRS, seems unjustified.

Adhering to a functional interpretation Article 4(4aa) KRS Act, it should be considered that the printout from the portal S24 including the content of the Internet agreement of the Polish limited liability company. enjoys the power of proof applicable to official documents, providing evidence of what is certified in them 35.

Significant doubts in the context of evidence are also raised by the ease of complete liquidation of any evidence of the online link between the company and the o.o. The e-mail delivered to the mailbox can be immediately removed by all partners.

Similarly generated on the portal S24 printable file with contract content and the signature information may be deleted using the option of "disposal" of the company indicated in this development. In such circumstances, the attempt to prove the existence of an online company from the o.o.

by its creditor appears to be a very difficult task. It would be possible to attempt to obtain from the administrators of the portal S24 the data demonstrating the existence of such a company, but the effect of such action due to their duration may not be effective.

This fact can certainly cause many flaws – from the perspective of both the legislator and the safety of trading – in situations where the unconscious risk of the counterparty after the conclusion of the agreement with the online company z o.o.

in the organisation will be exposed to significant harm due to difficulties in obtaining the benefit due. It should also be pointed out that a potential creditor, aware of the risks identified here, may not want to cooperate with the online Polish limited liability company. until it leaves the organisation stage.

This, in turn, makes it very difficult for an online company to take any external action in the organisation, thereby significantly limiting its application.

Conclusions

De lege lat

In the current state of the law, the Internet institution of the company z o.o. in the organisation carries with it numerous – as indicated in this study – risks which pose a real risk to the safety of legal and economic trade. Note that three of four the hazard groups described are due to the organisation of the portal S24.

This concerns the establishment of members of the Internet bodies of the Polish limited liability company. in the organisation, the lack of system connection with the KRS, and the possibility to remove the company using the relevant system option.

In these third The lack of a human factor that can control the activities of the shareholders and members of the company's online bodies in order to avoid possible infringements plays a key role. They also reveal some legislative shortcomings, in particular in the creation of a portal S24.

It seems to be an insufficiently advanced platform to address the challenges arising from the conditions of modern legal trade.

The current legal regulation is not fully relevant to the challenges posed by the establishment and operation of the online company from the o.o. in the organisation.

In fact, it seems that the legislator did not foresee the possibility of actually operating the company at this stage, which is also due to the justification of the bill introducing an online sub-type of the Polish limited liability company.

36, in which the legislator mentions the avoidance of the need to use the company's structure in the organization

In turn, the last of the threats described, concerning the difficulties of proving the fact that the company is established and the existence of an online company in the organization, significantly restricts its operation in external relations with persons third.

Potential counterparties, knowing about the dangers that may arise from cooperation with such entities, will avoid them until such companies have been entered in the KRS business register.

Significant doubts also arise from the evidence power of printing from the portal S24 covering the content of the Internet agreement of the Polish limited liability company., as this aspect was not directly regulated in the Polish legal system.

The proposals put forward justify the argument that the current legal regulation is not fully adequate to the challenges posed by the establishment and operation of the online company in the organisation.

In fact, it seems that the legislator did not foresee the possibility of actually operating the company at this stage, which is also due to the justification of the bill introducing an online sub-type of the Polish limited liability company.

36, in which the legislator mentions the avoidance of the need to use the company's structure in the organization.

The previously described possibility of ‘disposal’ of the company and the difficulties of evidence in this connection show that the tools available on the portal S24 Even before the registration of the company in the KRS, they are intended to ‘test’ the system itself by persons potentially interested in setting up online companies rather than to undertake the actual activities of the company at the stage of the organisation.

It therefore appears that the aim of the legislators was to minimise the possibility of using an online company with an o.o. in the organisation, but instead of completely eliminating the institution, it was introduced into the legal system in a defective form, threatening the safety of economic and legal trade.

De lege ferenda

Since the legislative work on Internet companies is still in progress, consideration should be given to what conclusions can be drawn on the basis of the considerations presented in the article. one of the possible solutions to the problems presented seems to attempt to thoroughly update the portal S24 for its contents.

The liquidation of the option of ‘disposal’ of the company, the combination of the system with the KRS database, or the obligation to submit a qualified electronic signature or a signed trusted signature under the company's contract by any person who is not a partner and appointed as a member of the company's body are activities which could positively affect the functioning of the online Polish limited liability company.

in the organisation. However, these changes are not able to solve all the problems that this creation can bring with it. Therefore, the correct solution seems to be to completely eliminate the stage of organisation in the online company from the o.o., as introduced by the legislator short, 7 days, the time limit was not sufficient.

So we should combine two the activities of contract conclusion and registration of the company, which would make it necessary to carry them out simultaneously. Thanks to such a change, the reported risks associated with the online company z o.o.

in the organisation would be minimised, and the process of setting up the company would not be prolonged, which would allow the idea of the company established within one Good. At the same time, due to the importance of the problem, the need to extend responsibility from Article 291 k.s.h.

for false data in a statement from Article 167(4)(3) k.s.h. on the members of the Internet board of the company o.o.

_________________________

1. See Journal of Laws of 2011, item 531; Further: the Amending Act. 2. See Parliamentary printing of the 6th term No. 3658. 3. The functioning of the KRS business register is governed by Act dated 20 August 1997 on the National Court Register (Journal of Laws of 2021, item 112 as amended). 4. See W. Pyziol, A. Szumański, I. Weiss, Company Law, Warsaw 2019, p. 290. 5. See Journal of Laws of 2019, item 1483; Further: Regulation of the Minister of Justice. 6. See https://ekrs.ms.gov.pl/s24/ (access: 1 March 2022). 7. The division of the public company, limited company and Polish limited liability company. into the sub-type ‘traditional’ and ‘internet’ was proposed by Andrzej Szumański; see idem, Amendment of the Commercial Companies Code with 28 November 2014 providing for a broader use of the template made available in the ICT system, the "Review of Commercial Law" (hereinafter: PPH) 2015, No 4, p. 38–47 8. See Article 169(1) k.s.h. 9. See Article 169(2) k.s.h. 10. See Article 161(4) k.s.h. Broader on this subject see M. Dumkiewicz, [in:] Commercial Companies Code. Commentary, Warsaw 2020, Article 161. 11. Broader on this subject see K. Oplustil, On the need for a pro-European interpretation of Polish company law, PPH 2010, No 9, p. 4–15. 12. See K. Kamińska, Being, the system and functioning of the company from the o.o. in the organization, “New Notary Review” 2013, No 1, p. 25–26. 13. See Article 331(1) k.c. 14. See Article 11(2) k.s.h. 15. See W. Popiołek, Is the end of the eighty-year tradition of form of some activities of company law?, PPH 2015, No 4, p. 48–54; W.J. Kocot, Electronic form of the instruments of incorporation and certain activities in the field of internal relations of commercial companies — Amendment of the Commercial Companies Code with 28 November 2014, PPH 2015, No 2, p. 4–17. 16. See Article 781(1) k.c. 17. See Article 78(1) k.c. 18. See Article 772(773) k.c. 19. By Article 168(5) k.s.h. this document may also be lodged by the management board within the time limit 7 days from the date of its entry in the register. 20. See Article 172 k.s.h. 21. See Article 12 k.s.h. Wider see A. Kidyba, K. Kopaczyńska-Peczniak, section 6. Company entry in the register, [in:] ebidem, Limited liability Company, Warsaw 2013. 22. See Article 299 k.s.h. 23. See The President Commercial Companies Code, t. 2. Comment to Article 151-300, ed. A. Kidyba, Warsaw 2018, Article 161. 24. However, the provision does not rule on the liability of persons acting as a company in an organisation without being empowered or exceeding the limits of the mandate; see M. Rodzynkiewicz, Commercial Companies Code. Commentary, Warsaw 2018, Article 1325. 25. See Article 299 k.s.h. 26. See Article 13(2) k.s.h. 27. See Act dated 21 April 2017 amending the Act — Commercial Companies Code, the Act — Code of Civil Procedure and the Act on the National Court Register (Journal of Laws, item 1133). 28. Broader on this subject see W. Pyziol, A. Szumański, I. Weiss, op. cit., p. 288 n. 29. See Article 169(2) k.s.h. 30. The list of companies governed by commercial law includes: a public company, a partner company, a limited partnership, a limited partnership, a simple joint stock company, a limited liability company and a public limited liability company. 31. See Registration of the company with the o.o. in the system S24, p. 9, https://ekrs.ms.gov.pl/s24/pomoc (access: 1 March 2022). 32. It should be noted that the obligation to hold a power of attorney is a limitation of the powers of the board to representation. If a member of the board of directors of the company had signed an agreement on its behalf, he would have to do so within the framework of a specific agreement granted to him under the portal S24 power of attorney, not because of the competence to represent the company, which results from its function. 33. See Article 170(1) k.s.h. 34. See Supreme Court Decision dated 28 June 2000, reference no. IV CKN 1083/00, LEX No. 52529. 35. See Article 244 k.p.c. 36. See Parliamentary printing of the 6th term No. 3658

Bibliography: Dumkiewicz M., Code of Commercial Companies. Comment , Warsaw 2020. Goźdzaszek Ł., Electronic communication when establishing a commercial company on the basis of the model of the contract, “Review of Commercial Law” 2015, No 8. Kamińska K., Being, the system and functioning of the Polish limited liability company.

in the organization, “New Notary Review” 2013, No 1. Kidyba A., Kopaczyńska-Pieczniak K., Limited liability company, Warsaw 2013.

Kocot W.J., Electronic form of the instruments of incorporation and certain activities in the field of internal relations of commercial companies – amendment of the Code of Commercial Companies with 28 November 2014 , „Review of Trade Law’ 2015, No 2. Commercial Companies Code, t. 2. Comment to Article 151-300, ed. A. Kidyba, Warsaw 2018.

Kruszewski A.K., Form of will statements made using the trusted ePUAP profile after the amendment of the standards for limited liability company, "Review of Hadl Law" 2016, No 4.

Leśniak M., Internet patterns of commercial contracts of passenger companies – the need for times of the information society, "Review of Commercial Law" 2012, No 9. Lesniak M., Spółka z o.o. established by the model agreement – amendment of the Commercial Companies Code, “Review of Commercial Law” 2011, No 12.

Oplustil K., On the need for a pro-European interpretation of Polish company law, “Review of Commercial Law” 2010, No 9. Osajda K., Insolvent company z o.o. Liability of board members to its creditors, Warsaw 2014. Ashes W., Is the end of the eighty-year tradition of the form of certain company law acts? ‘Review of Trade Law’ 2015, No 4.

Pyziol W., Szumański A., Weiss I., Company Law, Warsaw 2019. Rodzynkiewicz M., Code of Commercial Companies. Comment , Warsaw 2018. Szumański A., Amendment of the Commercial Companies Code with 28 November 2014 providing for a broader use of the template made available in the electronic system , the "Review of Commercial Law" 2015, No 4.

Trzebiatowski M., Mode of amending the partnership agreement with o.o. in the organization. Gloss to order SN dated 25 February 2009 , II CSK 489/08, „Glosa’ 2010, No 1

Legal acts Regulations of the Minister of Justice dated 14 January 2015 on the definition of standards for limited liability companies made available in the IT system (Journal of Laws of 2019, item 1483).

The article comes from: "Student Law Works, Administrative and Economic, No. 39, 2022, s thrones 111-127