Company registration in Poland is a great chance to expand your business. Poland offers great scope of opportunities as one of the most populated countries in the European Union. Polish market ranks as 10th in Europe and one of the least affected by the COVID-19 pandemic according to the World Bank. Thanks to its central location and a very resourceful labour market Poland is a very interesting destination to do business. In the following material we will show you how to go through the process of company formation in Poland with help of CGO Legal.
How can you start a limited company in Poland?
Poland is a member of the European Union and the Polish market is open to foreign entrepreneurs. Running a business here is not complicated but requires some time and effort to fulfill all the formalities. After the registration the company should disclose its owner’s data to the Central Register of Beneficial Owners (CRBR) within 7 working days. The same applies to the Social Insurance Institution (ZUS) if the company is going to hire employees. In most cases after the incorporation the company should also register for VAT purposes.
Types of companies in Poland – which one should you choose for company formation in Poland?
Polish legal system distinguishes two types of companies:
- Registered Partnership [sp.j.],
- Professional Partnership [sp.p.],
- Limited Partnership [sp.k.],
- Limited Joint-Stock Partnership [s.k.a.])
- 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.
How can you establish 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. There are many advantages of this form of business activity. Among them you can find limited liability for the company’s debts (unlike partnerships) or low initial share capital (5.000 PLN). There is also a tax incentive – low corporate income tax (9% for start-ups and 19% for companies with turnover exceeding EUR 2.000.000). The other thing is that the Polish limited company requires only one shareholder.
Step 2. You need to provide us with key information about of your company such as: (name, share capital, representation, etc.).
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
Procedure of registering a company in Poland step by step
Step 1. Concluding a company’s agreement
Company formation in Poland requires concluding an agreement that regulates its operations. The basic elements of such an agreement are specified by the Code of Commercial Companies. Therefore, it must determine the following aspects:
- company’s business name under which it will operate,
- the company’s registered office,
- the scope of business activity,
- contributions made to a company.
It’s worth knowing that there are two methods of concluding the articles of incorporation of a Polish company – traditional and electronic.
A traditional form of concluding a company’s agreement
The first, traditional method involves preparing an agreement in a paper form. It allows for more flexibility in wording the agreement’s content. Concluding an agreement in such a form makes it tailored to the needs of the partners.
An electronic form of concluding the articles of incorporation of a Polish company
The electronic method involves using an existing contract template available online.
For registration of some companies (general partnership, limited partnership, limited liability company simple joint-stock company in Poland) you can use S24 system. There is no possibility to change the template before the registration. The system does not enable their modification.
To sign a company’s agreement in such a form, all partners must have accounts in the electronic S24 system. They can sign it using the individual Trusted Profile or qualified electronic signature. Remember that using the Trusted Profile is available only for those who have the PESEL identification number. People who do not have it may sign the document with the qualified electronic signature. The registered users receive notifications in their profiles about new actions.
You should always remember about the right form of the documentation. In the case of a general partnership, the written form is enough. Agreements for other types of companies need to hae a form of notarial deed. This is particularly important – otherwise, the company’s agreement will be invalid.
Step 2. Registering a company in Poland in the National Court Register
After concluding the agreement, the new company must be registered in the National Court Register [Polish: KRS]. The registration of the company is the moment of obtaining entry into the Register, not the moment of signing the agreement.
Registering a company in Poland with a traditional agreement
To register a company with traditional agreement you should first open an account in the court registers portal [Polish: Portal Rejestrów Sądowych]. To create an account you have to confirm it with the Trusted Profile or with the qualified electronic signature.
Every registered user may submit an application for registering a company in register [Portal Rejestrów Sądowych]. It does not need to be performed by a partner or representative of the company.
The application should include relevant attachments. The list of required attachments depends on the type of company that is being registered. If the company’s representative submitted the application you should attach an adequate power of attorney.
Registering a company in Poland whose agreement was prepared electronically
The application submitted via the S24 system must be accompanied by a complete set of self-prepared attachments in PDF format.
These attachments include:
- a statement whether the company is a foreigner within the meaning of the Act of 24th March 1920 on the acquisition of property by foreigners, and
- a list of personal data together with correspondence addresses of people authorized to represent the company.
If the application for entry of a Polish company to the National Court Register was signed by a person who is not authorized to represent the company, submitting the relevant consent together with an indication of correspondence address is required.
Rules for preparing attachments to the application for a registration of a company in Poland in the National Court Register
There are rules related to attachments to the application for registering a company in Poland. If the attachment is electronic, it confirmed using the Trusted Profile or the qualified signature. If the applicant encloses physical documentation, their electronic copies should follow. You can also attach a scan or photo of these documents. In this case you should send the original documents or its certified copied to the court within 3 days. If the attachment is a copy certified by a notary, the notarial deed’s unique number [Polish: CREWAN] should be also provided.
Application accompanied together with attachments is forwarded to the appropriate court of registration. The regional court having jurisdiction over the company’s registered seat. In the online portal, the competent court should be filled in automatically. So, in the S24 system, the relevant court should be selected from the list available on the website.
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 company formation in Poland. Upon registration, the Limited Liability Company in the organization will become a regular LLC. It also acquires legal personality. The estimated time for establishing a Limited Liability Company in Poland is 3-8 weeks. This starts from concluding the articles of the association until the entry to the register.
Below you may find a standarized step-by-step description of the company formation in Poland 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 must be deposited to the company’s bank account or in cash. You should transfer to the company all the in-kind contributions mentioned in the articles of incorporation.
Stage 3 – Appoint a management board
The company needs to have legal representatives to be operational and even to get registered. The body authorized to represent a Polish Limited Liability Company is the management board. It consists 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 – File 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. To check whether you are compliant with Polish regulations contact your law firm.
Basic facts about company formation in Poland
|Minimum share capital for JSC||100 000 PLN|
|Minimum share capital for LLC||5000 PLN|
|Time frame for the incorporation||4-6 weeks (online 3-7 days)|
|Company name verification||Not required, recommended|
|Available registration methods?||Manual at the notary, orOnline via designated portal|
| Minimum number of shareholders for LLC||1|
|Can foreign citizen be a shareholder of the Polish company?||Yes, there are no limitations as per the nationality of the shareholder|
|Can the director be a foreigner||Yes, there are no limitations as per the nationality of the director|
|Is registered address service permitted?||Yes, however it slows down the procedure of VAT registration|
|Is local director required?||No|
|Corporate tax rates (CIT)||0% – „Estonian” CIT company not distributing profit to the shareolders |
9% – companies 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 tax decuctibles), Special Economic Zones|
|Stamp duty upon registration||0,5% on initial capital|
|Registration numbers||KRS, NIP, REGON VAT, EU-VAT, EORI, BDO|
|Register of companies online||https://ekrs.ms.gov.pl/web/wyszukiwarka-krs/strona-glowna/|
|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|
|Is Accounting obligatory?||Yes|
How much does it cost to register a company in Poland?
If you concluded the company’s agreement in a traditional way, the court fee for entry in the National Court Register amounts to 500 PLN. In such case the fee for announcing the entry in the Court and Economic Monitor is 100 PLN. For the agreements with use of S24 system, the fees are lower. They amount respectively to 250 PLN and 100 PLN for announcing the entry in the Court and Economic Monitor. In both cases there is also an administrative fee required in the amount of 17 PLN if you act via proxy. The payment can be made via the e-Payment system on the website https://oplaty.ms.gov.pl/.
Registering a company in Poland – steps after the registration
When registered the company gets tax identification number [Polish: NIP] and statistical number [Polish: REGON]. Within 7 days after registration, a new company has to show an actual beneficiary in the Central Register of Beneficiaries. Moreover, the company has to provide the relevant Tax Office with supplementary data, such as a list of bank accounts. You should submit the information on the dedicated NIP-8 form within 21 days following the date of entry into the National Court Register. One should also remember to register the company as a VAT Taxpayer.
In connection with the registration, the company is required to pay tax on civil law transactions in the amount of 0.5% of the tax base. It is determined by the value of contributions made to a partnership or by the value of share capital of a limited company. The declaration must be submitted on the dedicated PPC-3 form to the tax revenue office competent for the company’s seat. The declaration must be submitted within 14 days following the date of concluding a company’s agreement.
Why should you choose CGO Legal for registering your company in Poland?
Our corporate department has already assisted over 1.000 clients. We helped them in company formation 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 help 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
- mid-sized businesses employing between 50 and 250 employees such as retail stores
- French-based franchise
- German-based car parts manufacturing plant
- international shipping companies and others
- small businesses with hundreds of individual stories behind them