Company formation in Poland requires a well-informed approach and expert support. At CGO Legal, we excel in guiding both local and international entrepreneurs through the intricate process of company registration in Poland, ensuring a seamless transition from initial registration to full incorporation.
Our expertise extends to advising on the most suitable legal entity for your business needs, with a particular focus on the nuances of registering a company in Poland.
The pathway to company incorporation in Poland is marked by a series of critical steps, beginning with the selection of an appropriate legal structure. It is noteworthy that a significant majority of foreign investors – over 80% – opt for a Limited Liability Company (LLC) when registering their companies in Poland, acknowledging its advantages in the Polish corporate framework.
Drawing from over 13 years of experience in the field of Polish company registration and formation, this article distills key insights and practical knowledge, offering a comprehensive overview of the company registration process in Poland.
Basic facts about Polish company formation
|Minimum share capital for joint stock company||100 000 PLN|
|Minimum share capital for limited liability company||5000 PLN|
|Time frame for company formation in Poland||4-6 weeks (online company registration 3-7 days)|
|Company name verification||Not required, recommended|
|Available company registration methods?||Traditional at the notary, or online via designated portal|
|Minimum number of shareholders for LLC||1|
|Can foreign citizen be a shareholder of the Polish company?||Yes|
|Can the director be a foreigner||Yes|
|Is registered address service permitted?||Yes, however it slows down the procedure of VAT registration|
|Is local director required?||No|
|Corporate income tax rates (CIT)||0% – „Estonian” CIT company not distributing profit to the shareholders |
9% – companies in Poland with income up to 2 mln EUR
19% – others
|Dividend tax rate||19%|
|Standard VAT rate||23%|
|Tax incentives||IP Box, “Estonian” CIT, R&D tax relief (multiplication of income tax decuctibles), Special Economic Zones|
|Stamp duty upon Polish company registration||0,5% on initial capital|
|Polish company registration numbers||KRS, NIP, REGON, VAT, EU-VAT, EORI, BDO|
|Poland company register (KRS) for Poland company registration check||https://ekrs.ms.gov.pl/web/wyszukiwarka-krs/strona-glowna/ (Polish companies house equivalent)|
|Corporate bank account opening||Personal visit of the director required, on special occasions remote set up also available|
|Electronic signature||Obligatory for each Director of Polish company for the purpose of filing annual financial statements|
|Are accounting services obligatory?||Yes|
Initial Steps in Company Registration and Formation in Poland
Identifying Key Attributes for Successful Company Registration in Poland
Before initiating the registration process, it’s necessary to determine the main attributes of the intended company, from its official name and share capital to its representation rules. This foundational step is crucial for a smooth procedure of company formation in Poland.
Documentation Essentials for Registering a Company in Poland
The required documentation can vary depending on the nature of the shareholder, whether an individual aiming to register in Poland or a legal entity like a foreign business entity.
It is essential to ensure that all documents are precise, current, and translated into Polish when required. This attention to detail is vital for the successful registration of your company in Poland.
Choosing the incorporation method for your Poland Company Registration
Deciding between personal and remote Company Formation in Poland
Another important consideration is the method of incorporation. Will you be personally present in Poland for the final registration steps, or do you prefer the remote incorporation? In the case of the latter, these responsibilities can be entrusted to a recognized corporate law firm such as ours. This choice significantly impacts the process of company formation in Poland.
Understanding taxation and regulatory compliance in Poland Company Registration
Taxation rules, trade regulations, and specific permits may also apply. For those unfamiliar with the registration procedures in Poland, our team offers comprehensive guidance, from detailed information on company formation in Poland to specifics about taxation, ensuring a smooth business registration process in Poland.
Tailored legal and corporate support for Company Formation in Poland
Full-service assistance for Poland Company Registration and Formation
CGO Legal provides an array of services specifically designed to accommodate the varied needs of entrepreneurs. This ranges from corporate and legal advice to insights into tax law and real estate matters, ensuring a comprehensive support system for company registration in Poland.
Expert Guidance for All Stages of Company Formation in Poland
Regardless of the scale of your operation – be it a nascent enterprise or a well-established entity – our proficiency in company incorporation and formation stands unparalleled. For those considering Poland for their business endeavors, our expert team is available to assist in every aspect of the registration process.
Key advantages of Company Registration and Formation in Poland
Robust Economy: A Driving Factor for Company Formation in Poland
Poland’s economy stands as the sixth-largest in the European Union by nominal GDP, showcasing a strong growth rate of 5.7% PKB in 2021. This economic stability and growth are crucial factors to consider when registering a company in Poland, offering a promising landscape for business ventures.
Strategic geographic location: a gateway for Poland Company Registration
The central location of Poland in Europe positions it as an ideal hub for business, especially in terms of logistics. This strategic positioning makes it a key gateway to the Eastern European markets, a significant advantage for companies formed or registered in Poland.
Dynamic labor force: An asset for Companies in Poland
Poland is not only the fifth-most populated member state of the EU but also boasts a highly resourceful labor market, thanks to its friendly immigration procedures for highly qualified specialists. This dynamic workforce is an invaluable asset for businesses considering company registration in Poland.
Attractive tax incentives: a benefit for Company Incorporation in Poland
In recent years, Poland has emerged as a sort of tax haven within the EU. Entrepreneurs registering their companies in Poland can benefit from R&D and IP BOX income tax reliefs. Significantly, companies can enjoy as low as 9% of Corporate Income Tax (CIT), or even an exemption from CIT under the “Estonian CIT” model. These tax incentives are compelling reasons for considering company incorporation in Poland.
Step-by-Step Guide to Company Formation in Poland
Stage 1: Establishing the Legal Foundation for Your Polish Company
Signing the Articles of Association for LLC Registration in Poland
The initial stage in setting up a Limited Liability Company (LLC) in Poland involves the shareholders or their legal representatives signing the statute. This formalizes the legal structure of your Polish company, a crucial step in the company registration process.
Stage 2: Financial Preparations for Your Company in Poland
Depositing initial capital for LLC formation in Poland
The next step requires depositing the necessary funds to cover the share capital of your Polish LLC, with the minimum set at 5000 PLN. This can be done either through a bank transfer or in cash, establishing the financial groundwork for your company’s operations in Poland.
Stage 3: Structuring the management of your Polish Company
Appointing a Management Board for Company Registration in Poland
A Polish company must appoint a management board to be both operational and officially registered. This stage solidifies the administrative structure of your company, essential for effective management and compliance in Poland.
Stage 4: Formalizing Company Registration in the Polish Business Register
Filing a Motion with the Polish Register of Companies (KRS)
At this stage, a motion for company registration is filed with the Polish Register of Companies (KRS). Successful registration grants your company a unique “KRS number,” visible in the Polish business register, along with a certificate of incorporation, marking the official establishment of your company in Poland.
Stage 5: Ensuring compliance with Polish business regulations
Meeting regulatory requirements post-Company Incorporation in Poland
The final stage involves ensuring that your business meets all regulatory requirements specific to your company’s activities in Poland. Consulting with a law firm is advised to confirm compliance with Polish regulations, completing the company formation process.
Essential documentation and information for Company Formation in Poland
Step 1: Choosing the right business form for Company Registration in Poland
Deciding on a Business Entity for Polish Company Formation
Before initiating the company incorporation process in Poland, selecting the appropriate business form is critical.
A popular choice among foreign investors is the Polish Limited Liability Company (Sp. z o.o.), favored for its limited liability feature, low minimum share capital requirement of 5,000 PLN, and favorable corporate income tax rates (9% for start-ups and 19% for businesses with turnover exceeding EUR 2,000,000).
This business form is ideal for a wide range of activities, requiring only one shareholder, which can be a parent company or an individual.
Step 2: Providing Key Information for Your LLC in Poland
Submitting Essential Details for Company Registration in Poland
The next step in the company formation process involves providing your law firm with crucial information about your Polish LLC.
This includes the company’s proposed name, the amount of share capital, and the structure of its representation. These details are foundational for the successful registration of your company in Poland.
Step 3: Compiling the necessary documentation for Polish Company Incorporation
Gathering required documents for registering your Company in Poland
Finally, it is essential to compile and submit all the required documents for company incorporation in Poland to your law firm. These documents vary based on the nature of the shareholders and the type of business entity chosen.
Ensuring that all documentation is complete and accurately reflects your business intentions is key to a smooth company registration process in Poland.
I. If shareholders are individuals
- duly legalized power of attorney (if you want to open company without visiting Poland)
- copy of ID of the shareholders
II. If shareholders are legal entities (e.g. foreign company, foundation)
- an official extract from your local register of companies proving that the company is operational and providing information on who is the legal representative of the company
- parent company’s statute/memorandum of incorporation
- ID/passport of the persons which will become board members in the Polish company
- ID/passport of the persons representing the parent company
Timeline for Company Registration in Poland
Standard Procedure for Polish Company Registration
Gathering all necessary documentation is the first step in submitting a complete application for company registration in Poland.
The process typically takes 3-8 weeks from the moment the articles of association are completed until the company is officially entered into the National Court Register (KRS).
Upon registration, the company becomes a regular Limited Liability Company (LLC) and is granted legal personality.
Expedited Online Registration for Company Formation in Poland
For those needing to start their business operations urgently, Poland offers an accelerated online company registration procedure.
This accelerated process can take as little as 2-3 days but is generally available only through the accelerated procedure.
If time is of the essence, consider inquiring about the possibility of opening your company in Poland online, enabling you to commence business activities in less than 72 hours.
Fee Structure for Registering a Company in Poland
Traditional vs. online Company Registration fees
The costs associated with company registration in Poland vary depending on the method chosen. For traditional registrations, the court fee is set at 500 PLN, with an additional 100 PLN for announcing the entry in the Court and Economic Monitor.
Opting for the S24 system reduces these fees to 250 PLN and 100 PLN, respectively. It’s important to note that these fees must be covered prior to the registration of your company.
Additional fees for remote Company Registration in Poland
When registering a company remotely through a power of attorney, an administrative fee of 17 PLN is also applicable. Payments can be conveniently made online using the e-Payment system at https://oplaty.ms.gov.pl/.
This option provides flexibility for foreign investors and entrepreneurs looking to establish their business presence in Poland.
Overview of Company Types for Registration in Poland
Diverse Business Structures for Company Formation in Poland
Polish business landscape offers various company types catering to different business needs:
Partnerships in Poland:
- Registered Partnership [sp.j.],
- Professional Partnership [sp.p.],
- Limited Partnership [sp.k.],
- Limited Joint-Stock Partnership [s.k.a.]
Capital Companies in Poland:
- Limited Liability Company [sp. z o.o.], (private limited liability company) a popular choice for private limited liability company formation.
- Joint-Stock Company [s.a.],
- Simple Joint-Stock Company [p.s.a.]
Foreign businesses considering entering the Polish market can choose to register a representative office or a branch. However, direct company registration often presents a more advantageous route due to the full range of business operations it permits. Representative offices are primarily for marketing and not suitable for comprehensive business activities.
Optimal Legal Forms for Business Activities in Poland
Choosing the Right Entity for Company Registration in Poland
The selection of the appropriate legal form is crucial for success in the Polish market. In 2023, recommended options include:
- For start-ups: A Limited Liability Company (LLC) or a Simple Joint-Stock Company.
- For service-oriented businesses requiring minimal capital: A Limited Partnership.
- For businesses planning to reinvest profits: An LLC, preferably utilizing the Estonian CIT model for tax efficiency.
Advantages of Company Registration vs. Branch Establishment in Poland
Why Opt for Company Registration in Poland?
Registering a company in Poland offers several benefits over establishing a branch of a foreign company:
- Faster and easier incorporation process, with options for fiduciary setup.
- Immediate tax registration in Poland, simplifying tax compliance.
- Freedom in defining the scope of business activities.
- Complete control over the company’s name.
- Eligibility for EU funds aimed at market development in Poland.
- Unlike branches, a registered company in Poland possesses legal personality, ensuring that liabilities are contained within the Polish entity.
Representative Office: A Niche Option for Global Businesses in Poland
Focused Use for Promotional Activities
The representative office serves exclusively for promoting foreign companies. This option is suitable for global businesses aiming to maintain a presence in Poland without the complexities of tax establishment.
Special Considerations for Single Shareholder Company Registration in Poland
Regulations for Single Shareholder Companies in Poland
For those looking to establish a single-shareholder company in Poland, there are specific considerations. The shareholder must be either a natural person or a company with at least two shareholders.
A Polish single-shareholder company cannot be established by another single-shareholder entity.
Additionally, if the sole shareholder is an individual, they are required to contribute to social security fees (ZUS), which can amount to approximately 450 EUR per month.
Accelerated Company Registration Process in Poland: Fiduciary Company Registration
Fast-Track Your Polish Company Formation
Fiduciary company registration in Poland is a specialized service designed for swift and efficient company setup.
This service, ideal for foreign companies and individuals, enables the establishment of a customized company within 1-5 business days, bypassing the typical complexities and delays of standard procedures.
Features such as company type, name, share capital, and location are tailored to the client’s specifications.
Post-Incorporation Procedures for Registered Companies in Poland
Compliance Steps Following Company Formation in Poland
CRBR Submission and Tax Registration
After a company is formed in Poland, it receives a KRS number, a tax identification number (NIP), and a statistical number (REGON). The company must declare its actual beneficiary in the Central Register of Beneficiaries within 7 days of registration.
Furthermore, within 21 days of entry into the National Court Register, the company must submit NIP-8 form details and register as a VAT taxpayer.
Tax Obligations Related to Company Registration in Poland
As part of the company formation process, a newly registered Polish company is responsible for paying tax on civil law transactions, amounting to 0.5% of the tax base.
This is calculated based on the value of contributions to a partnership or the share capital of a limited company (with a minimum capital of 5000 PLN). This tax declaration should be submitted within 14 days of signing the company’s agreement.
FAQ on company registration in Poland
Can a foreigner open a company in Poland?
Yes, however there is limitation as per the form of the business activity of the foreigner in Poland. A foreigner as a rule can’t:
– register as a sole trader,
– be a partner in a partnership
Do I have to transfer the initial share capital to the company before company formation in Poland?
No, the initial share capital can also be stored in cash. In such situation the company’s management board should present the funds in case of a tax audit. Currently, the minimum initial share capital for a polish LLC is PLN 5000.
What is the minimum share capital of a limited liability company required for company formation in Poland?
Currently, the minimum share capital for a polish LLC is PLN 5000.
Is it necessary to get a work permit in order to open a company in Poland?
Is it not necessary to get a work permit in order to register company in Poland (as a rule). In most cases the answer is no. This matter is regulated expressis verbis by Polish law, in particular the act on promotion of employment and labour market institutions, art. 88 section 1 point 2) which states that:
“A work permit is required if a foreigner: in connection with holding a position in the management board of a legal entity registered in the register of entrepreneurs or being a joint-stock company in organization or in connection with handling the affairs of a limited partnership or limited joint-stock partnership as a general partner, or in connection with granting him a general power of attorney (general proxy) stays on the territory of the Republic of Poland for a period exceeding a total of 6 months within the next 12 months.”
What this means in practice is that unless the board member / general proxy stays in Poland for a period not excceeding 6 months within a period of 12 months, there is no requirement for work permit for him. On the other hand the sole fact of being a shareholder of a limited liability company does not have any implications as per the immigration law.
Can I open a bank account for my company remotely?
In some cases it may be possible to open a bank account in Poland remotely. However, as a general rule, the director of Polish company should appear in person before the bank officials in order to open a bank account. You can set up a bank account only after registering a company.
How much time does company formation in Poland take?
For the online company registration it will take around 72 hours, as per the regular procedure through notarial deed will take 1-4 weeks. The regular procedure takes more time to be proceeded in the national court register (KRS).
Can I open a company in Poland without coming to Poland?
Yes, in order to register a company in Poland remotely you will need to grant a power of attorney to your Polish attorney. He/she will deal with formalities for you and register your company in the national court register (KRS).
What is the minimum share capital of a Polish joint stock company?
The minimum share capital of a Polish joint stock company is 100 000 PLN.
What is the minimum share capital of a Polish simple joint stock company?
The minimum share capital of a Polish joint stock company is 1 PLN.
Is civil law partnership available in Poland?
Yes. Please keep in mind that civil law partnership is not another type of company – it is rather a form of business activity. E.g. if you are a sole trader you can enter into a civil law partnership with another sole trader or a company (e.g. foreign company).
Is there a minimum share capital for limited partnership?
No, there is no such thing as a share capital in limited partnership – here we are talking only about contributions and profit share.
Can I use a virtual adress for company's registered office?
Yes, you can use a virtual adress.