Establishing a Limited Liability Company (LLC) in Poland (pol. “spółka z ograniczoną odpowiedzialnością” or “sp. z o.o.”) is a preferred choice for many entrepreneurs due to its credibility, flexibility, and the limited financial liability of its shareholders.
This detailed guide provides insights into the procedural avenues for setting up an LLC, from traditional notary-conducted agreements to the swift online S24 Portal registrations. It offers a deep dive into the shareholder structure, board organization, tax implications, and the dual advantages and challenges that come with operating an LLC in Poland.
Whether you’re an EU entrepreneur or an international investor, this article equips you with the necessary knowledge to navigate the complexities of Polish corporate law, ensuring a smooth and compliant business setup in the heart of Europe.
Quick facts about a limited liability company in Poland
|1. Traditional: In-person, notarized contract
2. Electronic: Online via S24 Portal
3. Remote Procedure: Via attorney with notarized power of attorney
|– Can be natural persons or legal entities
– Single-member companies cannot establish an LLC without additional shareholders (with exceptions after registration)
|– Minimum of 5,000 PLN
– Contributions must be paid in full before KRS registration
|– Must be natural persons, over 18, with a clean criminal record
– Can be non-shareholders and non-Polish citizens
|– Optional unless the company has more than 25 shareholders and share capital exceeds 500,000 PLN, then it’s mandatory
– Must have at least three members
|– Ordinary (annual) meeting to approve financial reports and discharge board members
– Extraordinary meetings for urgent decisions
|– Corporate income tax (CIT) at 19% or reduced 9% for eligible companies
– Personal income tax (PIT) on dividends at 19%
|– Legal personality and capacity for legal actions
– Limited liability of shareholders
– Low formation costs, especially for online registration
– Immediate NIP and REGON number assignment upon KRS registration
– Low minimum share capital requirement
– Possibility of establishing a one-person LLC
|– Formalized procedure for establishment- Notarial deed required for company agreement
– Double taxation on company income and dividends
– Obligation to submit annual financial reports and maintain full accounting records
– Potential personal liability of management board members for company obligations under certain conditions
– Lengthy liquidation process if closing the company
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Possible ways of registration of Limited liability company in Poland
There are basically two ways of setting up a limited liability company in Poland:
- Conventionallyby concluding a company agreement (articles of association) in front of the notary public;
- Electronicallyonline through the S24 Portal.
Each of these ways has its advantages and drawbacks – we describe them below. What is important is that there are no restrictions in Polish law regarding the nationality of persons establishing limited liability company in Poland.
Traditional incorporation of a limited liability company in Poland
In order to set up a limited liability company in Poland in a traditional way, it is necessary to conclude a contract by one or more persons. It should have the form of notarial deed, so the attendance of the notary is inevitable. The fundamental elements of the articles of association are:
- Name of the company
- City of company’s seat
- Subject of company’s activity
- Amount of the initial share capital (minimum of PLN 5 000)
At the moment of signing the agreement of a limited liability company in Poland in front of a notary, the company becomes “in organization”. It is not a proper limited liability company yet (it has to be visible with business register), but it becomes a legal entity and can be an employer.
In order to register a limited liability company in Poland, the contributions for share capital should be paid in full by the shareholders before registration in the company register (National Court Register or simply – “KRS”).
The final stage of incorporating limited liability company in Poland is its registration in KRS. It takes usually 2-3 weeks for the company incorporated in front of the notary to appear in KRS.
Online incorporation of a limited liability company in Poland
Electronic way means that you register the company through the online system provided by Polish authorities (“S24 Portal”). You may conclude the articles of association only on the simple template provided in the Portal.
This kind of company agreement provides only basic solutions. It is not possible to include more complex provisions in the company agreement.
The advantage is however time frame for inscription of limited liability company in Poland in KRS. The company incorporated online is usually registered with the KRS within 2-3 days from filing the application.
The incorporation of a limited liability company in Poland through S24 Portal require to sign all necessary documents with qualified electronic signature or ePUAP profile ePUAP profile is an e-identity platform provided Polish public authorities.
So to ease you deciding which way of incorporation of a limited liability company in Poland you prefer, we show you the major pros and cons of each:
|· possibility to create articles of association of your company more freely.
|· you can set up a company without leaving your home;
· it takes only 2-3 days to register a company in KRS;
|· higher costs of incorporation (notary costs);
· longer time of a company registration in KRS.
|· necessity to use a template of the company agreement which consists only basic provisions;
· requirement of having qualified electronic signature oe ePUAP profile in order to incorporate a company.
So, is there a third way? Registration via proxy!
Yes! At any time you may set up a limied liability company in Poland with the assistance of an attorney. This would require you to grant an attorney in Poland with notarized power of attorney (in the country of your residence, and then you must send this power of attorney in the original to your attorney in Poland).
In that case, you don’t have to come to Poland to sign documents or apply for an electronic signature. The attorney in Poland can either set up a new company in Poland before the notary on your behalf or register a company through S24 Portal and sell you 100% shares of the company.
The sale of the company’s shares is effective from the date of signing the sales agreement. Remember that it is not effective from the moment of registering the change in KRS). So, the new owner of the company can start his activity right away.
This third way of incorporation we call the remote procedure. At the end of this procedure, you will end up with fully functional company, ready to operate!
Shareholders of a limited liability company in Poland
A shareholder of a limited liability company in Poland can be, with some reservations, a natural or a legal person. Basically, another single-member limited liability company (a company in which there is only one shareholder) can’t establish a limited liability compay without any other shareholder.
However, nothing stands in the way of such single-member company acquiring 100% of the shares in the company after its registration in the KRS.
Obligations of shareholders in the Polish limited liability company
Shareholders’ obligations in a limited liability company in Poland are mainly financial. These are: the obligation to make a contribution (in cash or as a contribution in kind) and the obligation to make additional payments if it’s necessary to cover losses or finance expenses for which the company does not have sufficient funds.
This is the only economic risk of shareholders. Nevertheless, of course, company articles of association may impose other obligations on the shareholders.
Rights of shareholders in the Polish limited liability company
The rights of the shareholders of a limited liability company in Poland may be divided into financial and corporate rights.
Financial rights are among others:
- the right to dividends, i.e. participation in the company’s profit,;
- the right to share in the post liquidation surplus, i.e. the assets remained after satisfying the claims of the liquidated company;
- the right of priority to acquire shares in the increased share capital;
- the right to reimbursement of additional payments, if any.
Corporate rights consist of for example:
- the right to dispose of the share (e.g. to sell or to pledge the share);
- the right to vote at the shareholders’ meeting;
- the shareholder’s right to individual inspection, which includes, in general, the ability to inspect the company’s books and records at any time;
- the right to participate in the shareholders’ meeting;
- the right to contest company shareholders resolutions;
- the right to request the convening of an extraordinary shareholders’
Board of directors
Just like in other types of companies, a limited liability company in Poland has its bodies. One of them is board of directors and it primarily decides on matters which are not reserved for other bodies. To be a member of the management board it is necessary to fulfil three conditions:
- be a natural person (it is not possible to appoint other company as a director of limited liability company in Poland);
- be over 18 years old;
- have a non – criminal record.
What’s important – to become a board member it’s not necessary to be a shareholder in the company or to be Polish citizen.
Scope of authority of directors in Polish Limited Liability company
The duties of the management board members include, above all, representing the company and managing its internal affairs. Obviously, those are the duties resulting from applicable laws. However, company agreement or other contracts may impose other types of duties on the board members.
If there is more than one person on the board, the articles of association specify the way of representation of the company. If the articles of association do not contain any provisions on that subject, the company is represented by two members of the management board acting jointly or by one member of the management board acting jointly with the company commercial proxy.
Liability of a director in a company in Poland
The limited liability company in Poland is basically solely responsible for its debts and liabilities. However, if it is not possible to enforce the debt from the company, the liability may be transferred to the directors.
Such liability should be confirmed by a court judgment, which awards the company’s claim in favour of its creditors and states that the execution against the company was ineffective. Nonetheless, a director may exempt himself from such liability if he proves that:
– a bankruptcy petition was filed in due time, or
– the formal restructure proceedings were initiated;
– the bankruptcy petition was not filed without the fault of given director, or
– despite not filing a bankruptcy petition or not starting the restructure proceedings, the creditor has not suffered any damage.
As mentioned earlier, each shareholder is entitled to individual control. However, the shareholders may additionally establish in the company agreement another body – a supervisory board – which will hold constant supervision over the company’s activities in all areas of its operations.
What should be noted is that in limited liability company in Poland where the number of shareholders exceeds 25 and the share capital exceeds PLN 500,000, it is mandatory to establish a supervisory board in the company.
The supervisory board must consist of at least three members. As in management board, only natural persons may be members of the supervisory board. A member of a company’s management board, a commercial proxy or a company’s chief accountant may not at the same time be a member of its supervisory board.
The last one – Shareholders’ meeting is the legislative body of the company. It’s responsible for the most important decisions in the company. In practice – the company would not be able to exist without it.
We mark out two types of shareholders’ meeting: ordinary and extraordinary. The first one should be convened by management board regularly – as a rule once a year within 6 months after the end of each financial year. During the meeting shareholders need to:
- examine and approve the management report on the company’s activities and the financial statements for the previous financial year
- grant a discharge to company board members for performing their duties;
Extraordinary shareholders’ meeting is convened when shareholders need to consider an issue concerning the company and make a decision in the form of a resolution.
Taxation of limited liability company in Poland
A limited liability company is obviously, like all legal persons, a payer of corporate income tax – CIT. The CIT tax rate is accordingly: 19% or 9% in case of a reduced CIT rate. Taxpayers, who in the given tax year did not exceed the amount of revenue of EUR 2.000.000 expressed in Polish currency, are entitled to apply the 9% CIT rate.
Moreover, shareholder of the company, who is a natural person and received dividends is also obliged to pay another tax – PIT – personal income tax. In this case the tax rate is one and amounts to 19%.
It is also worth mentioning about the “Estonian CIT” – or officially corporate income tax lump sum – which is available for Polish limited liability companies.
Advantages of a Limited liability company in Poland
A limited liability company is one of the most popular forms of business in Poland. What are its advantages?
Legal personality of a limited liability company in Poland
As provided by the Commercial Companies Code, a limited liability company (spółka z o.o.) has legal capacity, capacity for legal actions, and capacity to be a party in court proceedings. It may acquire rights in its own name, including real estate and other proprietary rights.
It can also incur obligations, sue and be sued. Limited liability company in Poland acquires its legal personality upon registration in the National Court Register.
Limited liability of shareholders in an LLC
Among the advantages of a limited liability company, there is also the exclusion of the liability of shareholders with their personal assets. As a rule, shareholders are not liable for the company’s obligations.
The company itself is responsible for them. The liability of shareholders is limited only to the amount of their shares. It can be extended to their personal assets only in exceptional cases.
Low costs of establishing a limited liability company in Poland
Another advantage of a limited liability company in Poland is the low cost of its formation. The costs include the initial contribution, drawing up the company’s agreement in the form of a notarial deed and registration with the National Court Register.
The cost may be even lower if you chose to register the company via the Internet. This form allows to avoid notarial costs.
A possibility to register a limited liability company via the Internet
The possibility to register a limited liability company in Poland via the Internet is also worth mentioning. The simplified procedure for setting up a company allows to avoid personal visits to various offices. Both sending and paying the registration application via the free S24 system takes a few minutes.
Immediate assignment of NIP and REGON numbers
Establishing an LLC in Poland requires registration in the National Court Register (Polish: KRS). When an LLC is registered in the KRS, the application for NIP (Tax Identification Number) and REGON (National Business Registry Number) is automatically forwarded to the tax and statistical offices. Currently, an LLC obtains NIP and REGON numbers within 2 days of the registration in the KRS.
Low minimum share capital
According to the provisions of the Commercial Companies Code, the minimum share capital should amount to 5000 PLN. The company’s agreement determines share capital. It can be increased or decreased at any time. The share capital consists of shares contributed by individual shareholders. They may have an equal or unequal nominal value.
The value of a share cannot be lower than 50 PLN. The owned shares entitle the holder to vote during general meetings. Moreover, they allow to participate in making decisions concerning the company.
Possibility to form a one-person limited liability company in Poland
The possibility to establish a one-person limited liability company is another advantage. It is an exception to the rule that a company must consist of at least two shareholders. The purpose of introducing such a solution was to enable entrepreneurs to run their own businesses in a way that reduces economic risk and taxes.
Disadvantages of a Limited liability company in Poland
Despite many advantages of a limited liability company, it also has some disadvantages. We will discuss them below.
Formalised procedure of forming a limited liability company
According to the provisions of the CCC, the process of setting up a limited liability company consists of several steps:
- Conclusion of a company’s agreement,
- Contribution of share capital by shareholders,
- Appointment of a management board,
- Establishment of a supervisory board or an audit committee, if required by law or the company’s agreement,
- Registration in the National Court Register.
Only after meeting these requirements, the limited liability company may be established.
The company’s agreement in the form of a notarial deed
As indicated by the provisions of the CCC, the company’s agreement for an LLC must be in the form of a notarial deed. Yet, it can also be created using a template agreement.
Why the agreement in the form of a notarial deed is seen as a disadvantage of a limited liability company? It requires:
- Additional costs for the shareholders,
- Gathering appropriate documents,
- Scheduling a visit at a notary’s office.
In the case of a large number of shareholders, this takes more time than concluding an LLC agreement by using a template. However, it’s worth remembering that any changes to the company’s agreement will still require a visit at a notary’s office. Even if the agreement was concluded with the use of the standard template.
Double taxation of the limited liability company’s income
The double taxation of a limited liability company can be also seen as its drawback. The company’s profit is subject to corporate income tax (CIT). If the company distributes its profits to its shareholders, it is also subject to personal income tax (PIT). The tax rate for the company is either 9% or 19%.
The lower rate applies only to entities that did not earn revenues exceeding the equivalent of 2 000 000 EUR in the given accounting year. For higher revenues, the higher tax rate applies.
The obligation to submit financial statements
The management board of a limited liability company in Poland must prepare and submit an annual financial report to the court of registration. This obligation applies regardless of whether the LLC achieved any revenue in a given year.
A failure to fulfil this obligation may result in financial consequences. The shareholders of the limited liability company may be charged with a penalty of up to several thousand PLN.
The obligation to maintain the so-called full accounting
Another disadvantage of a limited liability company is the obligation to keep full accounting records. It is a complex and formalised system of recording economic and financial events. In practice, this involves additional costs. Entrepreneurs are forced to entrust accounting tasks to external entities.
However, there are exceptions for smaller limited liability companies. In some cases, they allow the use of simplified accounting.
Liability of management board members for obligations of a limited liability company
According to the CCC, a limited liability company is liable for its obligations towards third parties with all its assets. However, if an LLC cannot be held liable, then creditors may demand payment from the members of the management board. In such a case, they are personally liable with all their assets without limitation.
Long liquidation procedure
Another disadvantage of a limited liability company in Poland is the long liquidation procedure. It requires gathering appropriate documentation and appointing liquidators. When deciding to terminate the activity of an LLC, one should be aware that the liquidation process takes longer than its formation.
Limited liability company in Poland. Summary
A limited liability company is a form of business that has both advantages and disadvantages. Although running a limited liability company in Poland involves many formalities and higher service costs, setting it up is generally a very beneficial move.
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FAQ – frequently asked questions on limited liability company in Poland
What is a Limited Liability Company (sp. z o.o.) in Poland?
A sp. z o.o. is a popular business entity in Poland that offers its shareholders limited financial liability, is relatively easy to establish, and provides a flexible corporate structure.
What are the ways to register a Limited Liability Company in Poland?
You can register a sp. z o.o. traditionally through a notarized contract, electronically via the S24 Portal, or remotely by granting power of attorney to a legal representative who can handle the process on your behalf.
What is the minimum share capital required for a sp. z o.o. in Poland?
The minimum share capital required is 5,000 PLN, which must be fully paid before the company is registered in the National Court Register (KRS).
Can a single shareholder establish a Limited Liability Company in Poland?
Yes, a single shareholder can establish a sp. z o.o. However, a single-member limited liability company cannot establish another sp. z o.o. without additional shareholders, with certain exceptions post-registration.
What are the management requirements for a sp. z o.o.?
The management board must consist of natural persons over the age of 18 with no criminal record. They do not need to be shareholders or Polish citizens.
Is a Supervisory Board mandatory for a Limited Liability Company in Poland?
A Supervisory Board is mandatory for a sp. z o.o. if the company has more than 25 shareholders and share capital exceeds 500,000 PLN.
How is a Limited Liability Company in Poland taxed?
A sp. z o.o. is subject to Corporate Income Tax (CIT) at a standard rate of 19% or a reduced rate of 9% for eligible companies. Dividends distributed to shareholders are subject to a 19% Personal Income Tax (PIT).
What are the main advantages of establishing a sp. z o.o. in Poland?
Key advantages include limited liability for shareholders, legal personality, low formation costs, immediate assignment of tax and business registry numbers, low minimum share capital, and the possibility to form a one-person company.
What are the disadvantages of a sp. z o.o. in Poland?
Disadvantages include the formalized and potentially costly setup process, mandatory notarial deeds, double taxation on income and dividends, obligatory financial reporting, full accounting requirements, potential liability for management board members, and a lengthy liquidation process.
How long does it take to register a sp. z o.o. in Poland?
Traditional registration takes 2-3 weeks to appear in KRS, while online registration through the S24 Portal can take 2-3 days from filing the application. The remote procedure’s timing may vary depending on the specifics of the case.
Can I register a sp. z o.o. online?
Yes, a sp. z o.o. can be registered online through the S24 Portal, but it requires a qualified electronic signature or ePUAP profile.
What obligations do shareholders have in a limited liability company in Poland?
Shareholders’ primary obligations are financial, including making contributions to share capital and additional payments if necessary. The company’s articles of association may impose other obligations.