The establishment of a company in Poland is a great chance to expand your organization and take advantage of business opportunities offered by sixth of the most populated countries in the European Union (with over 38 million citizens). Polish market on the other hand is ranked as 10th in Europe and one of the least affected by the COVID-19 pandemic according to the World Bank. The mentioned factors combined with a central location and a very flexible and resourceful work market make Poland a very interesting destination to do business. In the following material we will show you how easy it is to set up a company in Poland.
How to make your first step in a Polish market and safely start a company?
Poland is a member of the European Union and the Polish market is open to foreign entrepreneurs. Running a business in this country is not complicated but requires some time and effort to fulfill all the formalities. Registration of a Polish company is executed by making the entry into the Polish register of companies called the KRS (National Court Register). The company should disclose its owner’s data to the Central Register of Beneficial Owners (CRBR) within 7 working days and the Social Insurance Institution (ZUS) if the company is going to hire employees. In most cases ffter the incorporation the company should also register for VAT purposes. Seems complicated to you? In order to save time and money, it is recommended to use the services of licensed law firm, which ensures hassle-free, legally correct, and quick company opening. CGO Legal has the knowledge, experience, and proven procedures to provide high-quality services in relation to business set up and the ongoing legal assistance keeping your company compliant with Polish law no matter in which sector of economy you operate.
Types of companies in Poland
Polish legal system distinguishes two types of companies: Partnerships (Registered Partnership [sp.j.], Professional Partnership [sp.p.], Limited Partnership [sp.k.], Limited Joint-Stock Partnership [s.k.a.]) and Capital companies (Limited Liability Company [sp. z o.o.], Joint-Stock Company [s.a.], Simple Joint-Stock Company [p.s.a.]). Foreign entrepreneurs can also decide to register a representative office or a branch of their foreign company in Poland.
Steps required to set up a company in Poland
Step 1. You have to decide on a type of company you want to form.
Most (over 90%) foreign investors choose Polish Limited Liability Company (Sp. z o.o.) to start operating in Poland. However, particular features of your project may lead to different choices. The advantages of this form of business activity are: safety for shareholders in terms of liability for the company’s debts (unlike partnerships), low initial share capital (5.000 PLN), legal personality, low corporate income tax (9% for start-ups and 19% for companies with turnover exceeding EUR 2.000.000), a requirement of having only one legal representative (as a rule).
Step 2. You need to provide us with key information about of your company such as: (name, share capital, representation, etc.). Next, you need to have all the necessary documents.
Step 3. You have to gather and provide us with required documentation
I. If shareholders are individuals
copy of ID of the shareholders
duly legalized power of attorney (if you want to set up a company without visiting Poland)
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
mother company’s statute/memorandum of incorporation
ID/passport of the persons which will be appointed as board members in the Polish company
ID/passport of the persons representing the mother company
How does the process look like and how much time does it take to register a company in Poland?
We will have to collect the necessary documentation to prepare a complete application for the inscription of the company to the National Court Register. Upon registration, the Limited Liability Company in the organization shall become a regular LLC and shall acquire legal personality. The estimated time for establishing a Limited Liability Company in Poland (from concluding the articles of the association until the entry to the register) is 3-8 weeks. Should you be in a hurry you may consider an accelerated procedure that may allow you to start your business operations in less than 72 hours. If you want to know more on this solution feel free to contact us.
Below you may find a standarized step-by-step description of the company formation procedure. As it may differ on a case to case basis please treat the example as a simplified scheme aimed at giving you an idea on stages of company formation.
Stage 1 – Sign the agreement (or articles of association) of a limited liability company
The shareholders or the legal representatives of the shareholders sign the company’s statute. This needs to be done before the Polish notary public as the form of a notarial deed is required for the agreement to be legally binding.
Stage 2 – Deposit the share capital of Polish company
The amount of money which will cover the share capital of the company shall be deposited to the company’s bank account or in cash. If the in-kind contributions were mentioned in the articles of incorporation they should be transferred (attributed) to the company’s ownership.
Stage 3 – Appoint a management board
The company needs to have legal representatives in order to be operational and even to get registered. The body which is eligible for the representation of Polish Limited Liability Company is the management board consisting of at least one member. Please keep in mind that:
- there are no requirements nor limitations as per the nationality of the board member
- the person appointed as a board member should have a clear criminal record
- the board member is (unlike the shareholder) liable for company’s debts
Stage 4 – Filing a motion for registration of the company to the Polish register of companies (KRS)
A motion using a particular form should be filed to the commercial court relevant to the place in which the company is headquartered.
Stage 5 – Meet regulatory requirements for your type of business
The acitivity you decided to perform in Poland may need some specific licenses or permits. In order to check whether you are compliant with Polish regulations contact your law firm.
Why should you choose CGO Legal for forming your company in Poland?
Our corporate department has already assisted over 1.000 clients helping them launch their business presence in Poland – if you want to take advantage of our experience and expertise feel free to. We assist with:
- setting up subsidiaries, branches, and representative offices of foreign entities in Poland
- efficient structuring of your venture from a legal and tax point of view
- preparing bespoke drafts of deeds of association
- registration of companies in the National Court Register
- preparing a full set of corporate documentation
- assuring legal and tax compliance with Polish regulations
- providing 360 degree ongoing assistance to our clients in the fields of law, global mobility and hr and accounting services
Among our clients you may find:
- leading UK employment agencies
- UK and USA based lending institutions
- South African based brokerage firms
- Greek and Romanian tourist companies
- Luxembourg based nail polish manufacturing plants
- Italian constructions companies
- US-based oil companies
- Turkish logistic companies and others
- mid-sized businesses employing between 50 and 250 employees such as retail stores
- French-based franchise
- Russian based weapon factory
- German-based car parts manufacturing plant
- international shipping companies and others
- small businesses with hundreds of individual stories behind them
Is there anything we can help you with?
Should you wish to discuss your company formation issues further, please do not hesitate to contact us. CGO Legal is an experienced legal partner with whom the achievement of your goals will be faster, safer and more comfortable.