Drafting protocols

In accordance with the art. 104 of the Polish Notary Public Act, a notary drafts protocols of general meetings of social organisations, cooperatives, companies and other legal persons in the legally applicable cases. A notary also drafts protocols in order to declare the course of certain activities and events which cause legal effects, particularly regarding appearance of parties and their statements, as well as, upon request of the appearing party, non-appearance of the other party.

Protocols are also drafted and written in other situations mentioned in the act, such as, for instance, taking documents for storage (art. 107 of the Polish Notary Public Act), securities or money in Polish or foreign currency (art. 108 of the Polish Notary Public Act).

The notary drafts a protocol in a form of notary deed. The need to draft a protocol in a form of notary deed may result from:

• an act,
• an agreement,
• a statute,
• regulations,
• other internal act of a given legal person.

Meetings of limited liability company partners and general meetings of joint-stock companies are most often protocoled, protocols could be also made on general meetings of cooperatives or tenant management organizations.

According to the article 104 § 2 of the Polish Notary Public Act, if a specific regulation or a statute of a legal person does not state otherwise, the protocol shall be signed by the meeting chairman and the notary.

Fees related with drafting protocols

Protocols drafted by a notary are subject to the maximum notarial fee of:

• 750 zł + 23% VAT – for drafting a meeting protocol of limited liability company partners, or a protocol from a general meeting of a cooperative, except for the protocol documenting raising the issued share capital, when the notary’s remuneration is calculated in accordance with §3 of the ordinance, on the basis of a difference in amount of the higher issued share capital and the actually issued share capital.
• 1100 zł + 23% VAT – for drafting a meeting protocol of general share holders, or a protocol from a general meeting of a cooperative, except for the protocol documenting raising the issued share capital, when the notary’s remuneration is calculated in accordance with §3 of the ordinance, on the basis of a difference in amount of the higher issued share capital and the actually issued share capital.
• 500 zł + 23% VAT – for drafting a shareholder meeting protocol of a company other than limited liability or joint-stock company; for a protocol of meeting of a management board, supervisory board or board of auditors for commercial companies and partnerships,
• 300 zł + 23% VAT – for drafting a protocol of tenant management organizations meeting,
• 1000 zł + 23% VAT – for drafting a protocol containing a statement of investment fund company about a change of an investment fund status.
• 100 zł + 23% VAT – for drafting a protocol of bidding, tender, or drawing a prize which did not come to a conclusion,
• 50 zł + 23% VAT – for drafting a protocol for taking a document for storage, and for every stored document, for each started month – 20 zł + 23% VAT,
• 200 zł + 23% VAT – for drafting any other protocol (in particular a protocol from opening a website).