Problems in translating Articles of Association
The official government website on business in Poland provides a list of documents that must be submitted to the National Court Registration (KRS) when registering a commercial company in Poland. One of the documents mentioned is the Articles of Association. As all documents must be submitted in Polish, translating the Articles of Association is inevitable.
I had the pleasure to translate a number of Articles of Association, mostly of British companies. On their example, I will present the main pain points when translating this type of documents into Polish.
Problem no. 1 – Company type
PRIVATE COMPANY LIMITED BY SHARES
The types of Polish and British companies differ significantly. This is because they are rooted in different legal systems (civil law in Poland and common law in the UK). In result, the English names are not equivalent to Polish names, and vice versa.
In case of one of the document I translated, the type of the British company was: “A private company limited by shares”. This type of company is most similar to Polish „spółka z ograniczona odpowiedzialnością” and „spółka akcyjna”. In result, it is suggested to provide in translation the best Polish equivalent and specify that the liability is limited by shares:
SPÓŁKA Z ODPOWIEDZIALNOŚCIĄ OGRANICZONĄ DO WYSOKOŚCI UDZIAŁÓW
SPÓŁKA AKCYJNA Z ODPOWIEDZIALNOŚCIĄ OGRANICZONĄ DO WYSOKOŚCI UDZIAŁÓW
English system of company classification is significantly different than Polish one, especially when it comes to companies. In addition, there are more types of English companies than Polish. In result, it is impossible in Polish to come up with equivalents that convey finer shades of meaning precisely.
Problem no. 2 – Document name
The document name in English seems pretty straight forward: Articles of Association. The difficulties arise with Polish translation. It is because in Polish we must use two different terms, depending on the type of the company:
Umowa spółki – for companies, such as spółka jawna (registered partnership), spółka partnerska (professional partnership), spółka komandytowa (limited partnership) and spółka z o.o. (limited liability company)
Statut spółki – for companies, such as spółka komandytowo-akcyjna (limited joint-stock partnership) and spółka akcyjna (joint-stock company).
When translating Articles of Association, it is necessary to be consistent. If the company type was translated as “Spółka z odpowiedzialnością ograniczoną do wysokości udziałów”, then the document as a whole must be regarded as “Umowa spółki”. However, if the company type was translated as “Spółka akcyjna z odpowiedzialnością ograniczoną do wysokości udziałów”, then the document must be regarded as “Status spółki”
Problem no. 3 – Management body
BOARD OF DIRECTORS
Board of Directors is a typical management body in English companies. It reflects the two-tier model of corporate management. It is composed of both independent, out-of-company members and persons directly involved in running the company. Correct Polish translation is
This body doesn’t exist in Poland, where a three-tier model is used. It involves Management Board and Supervisory Board as the corporate management bodies. It is incorrect to translate Board of Directors as “Zarząd” (Management Board) because it doesn’t reflect the name of the body.
Translating company documents into Polish is one of the requirements for registering company in Poland. Due to differences in Polish and English legal systems, the translation may pose certain challenges. It certainly can’t be translated word for word, but rather some adjustments are necessary. They will facilitate the understanding of Polish officials when submitting the registration documents.
Let’s get together if you think I may help you translate your company documents. Contact me if you think you might require assistance of a native speaker, whether you need a document translator or a meeting interpreter.