Company formation in Poland
Situated at the crossroads of Europe, Poland is a country with a lively and dynamic economy that has emerged over the last decade or so as a promising destination for entrepreneurs willing to establish their businesses. Its stable economy, strategic location, skilled workforce, and supportive business climate-all make Poland an attractive place for setting up companies by local and international investors alike. From this point of view, this paper presents a step-by-step review of how one can initiate a business venture in Poland. The stages and useful information one needs to consider in establishing a business in Poland are discussed herein.
Before proceeding with the steps for incorporation, it would be necessary to glean as much information as possible about the business environment in Poland. The latter boasts of a robust and growing economy, a well-diversified market, and an increasingly competitive business climate. Its main industries are IT, manufacturing, finance, and agricultural sectors. Such an in-depth study would need to include market research and identification of your target audience and competition to set a base for success.
Entrepreneur may conduct business in a few forms: as a sole proprietorship, limited liability company, a joint-stock company, and partnerships. Each of these forms has certain advantages and disadvantages in respect to liability, taxation, and administrative requirements. Because of that, it would be recommended to consult lawyers and financial experts in order to choose an appropriate legal form for your ideas and needs. According to the opinion of our company, the best way to begin business is to set up a limited liability company: sp. z o.o.
PACKAGE «ESTABLISHING A COMPANY IN POLAND» |
1,500 EUR |
- Power of Attorney for one person
-
Virtual office/legal address for 1 year
-
Preparation of required documents
-
Registration of a company
-
Notary services
-
State fees
-
State fee for the company transfer to a new owner
Corporate services in Poland
from 290 EUR/month | |
from 150 EUR/hour | |
2,000 EUR | |
7,900 EUR | |
2,000 EUR | |
2,500 EUR | |
on an individual basis | |
on an individual basis | |
on an individual basis |
Advantages
Fast company registration process
Low Business Costs and Taxes
Strategic location
Access to various markets
Companies are registered in Poland according to the following stages
It is also necessary for foreign entrepreneurs to have a PESEL number, just like obtaining the NIP, or Tax Identification Number.
The company should also be registered in the National Court Register, KRS.
This involves preparation of the company’s articles of association, appointment of company authorities, and opening of a bank account. This would also constitute following legal and regulatory requirements for businesses in Poland.
The Polish taxation system is based on corporate income tax, value-added tax (VAT), and personal income tax. The tax legislation of Poland can be identified with a plethora of implications for businesses with regard to the payments, remittances, and deductibility of many types of transactions. This could considerably have an influence on financial planning. Therefore, employers can seek the services of qualified accountants or tax consultants who have adequate knowledge and resources to help them make the most of this difficult task.
Setting up a company in Poland opens up opportunities for every eager entrepreneur. Yet, success depends on good preparation, observance of the legal requirements, market insight, and utilization of resources and available support. These steps, if followed in the right manner with occasional expert advice, will easily get an entrepreneur through into the journey of success in business ventures in Poland’s growing economy.
Documents needed to open a firm in Poland:
- Copies of founders’ passports
- Power of attorney from all members of the company
- Residence addresses of all shareholders
THE PROCESS OF REGISTRATION OF A COMPANY IN POLAND
Our lawyers will help to open a company in Poland with consideration of all your special needs. As the procedure of LLC registration in Poland is rather complicated and may take much time, you will be able to do it only with the assistance of an experienced expert. Our company’s specialists having solid long-time experience in the sphere of registration and business conducting in Poland will help in this.
We would prepare the founding agreement (charter) of the company and prescribe all the business activities you need – Polish classification PKD. Then we sign the foundation agreement with the notary. Afterwards, we prepare and fill in the forms KRS Unified State Judicial Register, submit applications to the Tax Inspectorate, the Statistical Office, and the Social Insurance Office.
Lawyers of our company inform you about all stages concerning the registration of your company in Poland, starting from the very moment of submission of all necessary documents and applications. The final stage of establishment of the company in Poland by proxy is to send to you all constituent and registration documents of the company.
Lawyers of our company will be glad to accompany you at the opening of the company in Poland on a personal visit. One of the main requirements upon opening a company in Poland through a notary is that the passport of the founder/founders at the time of submission of documents should be valid for another 18 months. The most common form of business in Poland is a limited liability company or Sp. z o.o.
Regarding the LLC, there is no fixed number of founders. For this reason, usually, it is advised to register a company for at least 2 persons; this will help avoid having to pay monthly social payments amounting to some 250 euros monthly. Later, if necessary, the decrease or increase in founders can be made through a notarial act and its registration by the court. One does not have to be a Polish citizen to open a firm. According to the law, a foreigner may run a business freely on Polish territory.
The authorized capital of the enterprise should not be less than 5 thousand zlotys, which is approximately equal to 1000 euros. The upper bar is not set, but with an increase in the authorized capital, notarization documents are correspondingly more expensive. The share of each founder can’t be less than 50 zlotys. The votes of each member shall be determined by the share in the decision-making process of the Polish Company.
To set up a company in Poland, it needs only the passports/identity card of the founders. Further details that will be required on the registration form are as follows:
- Name of the mother and father of each of the founders
- The name of the enterprise, and that has to be in Polish or English, with Sp. z o.o
- The description of the activities of the enterprise is to a maximum of 10
- Registration address
- The size of the authorized capital and the share of each of the founders in it
- Distribution of functions in the Board appointment of the Chairman and Members of the Board who and what functions will be performed in the new Company
The main stages of company registration in Poland
Document processing.
After providing the information about the founders, a company charter is drafted, a lease agreement is prepared with regard to its legal address, and a full package of all the needed documents is made. To open a company in Poland, all these documents shall be translated by a certified translator into Polish and certified by a notary.
Registration in the National Judicial Registry.
According to this case, all the collected documents, on the basis of the application for registration, shall be sent to the Registration Court. Also, the payment of the registration fee is 1 000 zlotys. The personal presence of the founders is not required – the submission can be carried out by a trustee. After registration, the company gets its number of registration and all founders get the TIN number.
Publication in the «Legal and Economic Bulletin».
While doing that, the registration of a new enterprise in Poland has to be officially announced in a special publication – «Judicial and Economic Bulletin». The publication costs 500 zlotys.
Registration with the Social Insurance Office and the Tax Office.
As the result of the registration, you will receive the following documents:
- Extract from the judicial register
- Charter of the enterprise with notarization
- Pattern of remuneration in the basis of the Company’s books
- Patterns of money transfer as a contribution with the form of the authorized capital
- Company Identification Number
- Certificate REGON from the General Department of Statistics
If you wish to save time on establishing a new enterprise in Poland or don’t have the ability to visit the country in person, our company can offer you the purchase of a ready-made firm in Poland or the registration of the Polish company by proxy. By using the services of our lawyers, you can be confident that no important nuance will be overlooked.
DOCUMENTS THAT YOU RECEIVE AFTER REGISTERING A COMPANY IN POLAND
- Charter sp. z o.o. in the form of a notarial deed (if the opening was not through Internet, and through a notary)
- Homep KRS (Krajowy Rejestr Sadowy). If the company has been assigned a KRS number, then it is registered. There are no supporting documents or evidence on special forms.
- Number REGON (Rejestr Gospodarki Narodowe)
- The company, already registered in Krajowy Rejestr Sądowy, needs also to be registered in the Register of National Economy – Rejestr Gospodarki Narodowe and receive a REGON number. This is purely for statistical purposes and the respective register is kept by the Main Statistical Office – GUS.
- NIP (Numer identyfikacji podatkowej) – tax payer identification number – registered with the tax office – Urzad Skarbowy.
TAX SYSTEM IN POLAND
Entities of law and private persons of Poland are obliged to pay the following taxes: CIT – Corporate Income Tax, income tax on legal entities: 9% if sales in the current year do not exceed the equivalent of 2 million euros and 19% – if sales are higher. VAT – Value Added Tax, Value Added Tax (VAT): 23% Base Rate, In Particular May Be Lower:
- PIT: Personal Income Tax-includes income tax for individuals and is 17%, 19%, 32% depending on the form of taxation and profit in the fiscal year.
- Dividend TAX: The dividend tax is 19%, but for residents, when it refers to non-residents, it is necessary to consider Tax Treaties between countries.
- Withholding Tax-income repatriation tax – 0% – 20%. In the case of the formal employment of employees in the company, the employer is obliged to pay the following contributions: to social insurance and health insurance, as well as to the pension fund.
VAT rates
- 0% – applied to export goods, some pharmacy products, books, and agriculture goods. Also, companies with annual turnover of less than 50,000 PLN are not obliged to pay this tax.
- 8% of the total sum of funds provided for the period as of the end of the year until the end of the year, shall be transferred to the budget for the next year and for the next year accordingly;
- 5% for commercial purposes;
- 23% – basic VAT.
The Polish companies shall have an operational operation. More operational operational operational in the field of space. It is possible to use the product in the form of a product.
For any matter regarding the taxation of the Polish company, please contact our accountant and get proper tax advice.
Taxation in Poland
In addition to the strong international position and stable economic environment, Poland attracts the attention of foreign entrepreneurs with its loyal tax system, which occupies one of the leading positions within the European Union.
The fixed rate of profit tax for legal entities here is 15%. For value added tax, reduced rates are applied to certain categories of goods and services.
At the same time, the tax system of Poland shall not be an instrument of oppression for entrepreneurs. Local law regulating mechanisms for the application of the MLC is guided by the principle of reasonableness and expediency and shifts the burden of proof onto the tax authority.
Personal Income Tax (PIT)
Personal income tax is paid by any person who obtains wages – based on a contract of employment and civil contracts – or from business activity. The exception in this case is tax-free income. Starting from the year 2017, the income tax rate for individuals is 32%.
Corporate Income Tax, IT-Income Tax for Legal Entities
As far as the general income that was received in the territory of Poland by legal entities having a board or legal address there is concerned, the tax relates to them. It is flat and 15%.
Value Added Tax, VAT
Tax on purchase of food, clothes, services. This tax is normally already included in the price of goods or services – that is, it is gross price. If the price is net – that means, you need to add VAT. However, at shops and at enterprises of consumer services, prices already include tax. In Poland there are several VAT rates: 23%, 8%, 5%, 0% depending on the type of goods and services:
- 23% – the basic tax rate
- 8% – the basic tax rate
- 5% – certain foodstuffs, etc.
- 0% – export products, socially important services, such as banking, medical, postal, etc.
Polish TTC Rules
Worth noticing is the fact that Poland does not have the codified legislative act in the area of taxation and that the MLT is regulated by two normative acts: the 1992 Law on Tax on the Income of Legal Entities and the 1991 Law on Tax on Income of Natural Persons. The latter Law regulates the taxation procedure of natural persons, having in its foundation the fact that the country’s legislation provides for forms of companies that have the right to conduct economic activity without establishing a legal entity.
Another normative act regulating the different aspects of the CCT is the order of 2009 «On the method of determination of income of legal entities by estimation and on the method and procedure of exclusion of double taxation in case of correction of incomes of related persons».
First, it is necessary to point out that national and foreign-related persons are the main subjects of application of the CCT in the case of business transactions between them.
The difference of the Polish regulation in the field of TSC is that relatively recently the legislator has provided for the provision which includes the contracts on formation of a company without the right of a legal entity to economic transactions, Joint activity contracts and contracts for units located both in Poland and abroad.
The dependency is considered with regards to: Equity participation of at least 5%, both direct and indirect; Participation or influence on management-when, for example, without 5% equity, one can have great influence over decision-making; relations up to the second degree and labor relations, as well as property dependence-for example, common activities, common property, dependence on property use, etc.
Generally speaking, Polish legislation that governs the enforcement of the MLC applies the principle of reasonableness and expediency and lays the burden of proof with the tax authority.
In addition, the legislator has regulated several exceptions to MLC subjects even where the relationship of related persons is outlined, respectively, when the related persons belong to the same tax capital group. Exceptions are also made for the agricultural sector when transactions between the group and its members relate to the sale of products produced by group members.
The article identifies the criteria of the cost of economic operations, excess of which requires preparation of tax documentation regarding justification of transfer prices. Namely, in case of transaction costs during the tax year exceeding 100 thousand: Euros-if the transaction cost does not exceed 20% of the authorized capital; 30 thousand Euro – in case of service provision, sale or transfer to intangible asset use; 20,000 Euro – while settling with persons placed in the offshore zone; 50,000 Euros – in all the rest of the cases.
However, at the same time, there is no obligation to notify the tax inspectorate that transactions are being conducted by related persons. The members of the CCT have to submit to the tax authority the tax documentation that justifies the transfer prices within seven days of receipt of the transfer price.
Documents should be prepared well in advance, since the deadline for their submission is short, at the very time of a business transaction or right after such transaction is accomplished.
In general, this complex of services for the application of TCO and preparation of relevant documentation is ordered from firms that are engaged in consulting and auditing. It lasts two years because transactions as a rule are carried out with the same related persons and are identical.
The activity of the tax authority in Poland is not an instrument of repression of entrepreneurs. In principle, well-prepared documentation can be a sufficient argument for the supervisory authority. The content of the documentation is traditional and has standard parameters provided by laws.
At the same time, in case of lack of such documentation, a person is burdened with fiscal and criminal responsibility. In such a situation, the penalty tax rate for the additional income is applied – 50% plus interest on arrears. Moreover, criminal responsibility in the form of a fine of 4 million euros may be imposed. PLN in case of lack of such documentation or when it contains false information.
CFC Rules (Controlled Foreign Companies) in Poland
As of January 2015, the State of Poland has imposed controlled foreign company rules that require Polish tax residents to pay 19% of the income that their CFC receives. The term KIK refers to legal entities such as limited liability companies but also transparent, tax-free structures like non-tax paying transparent partnerships.
The rules apply in the event of any of the following conditions:
- The registered office or place of effective management of a foreign company is in the jurisdiction included by Poland in the black list.
- The registered office or place of effective management of a foreign company is in a jurisdiction that has not concluded an agreement with Poland or the EU on the exchange of tax information.
- The registered office or place of effective management of a foreign company is in any other jurisdiction and all the following conditions are fulfilled:
- At least 50 per cent of his income is passive.
- At least one type of passive income is taxed in another jurisdiction at a rate that is at least 25% lower than the rate of income tax in Poland (which is currently 19%, therefore the threshold is 14.25%).
- The Polish tax resident shall have, directly or indirectly, at least 25 per cent of his authorised capital, voting rights or rights to participate in his profit for a continuous period of at least 30 days.
The provisions of the CEC shall not apply in the following cases:
- The income of a foreign company in a tax year is less than 250,000 euros.
- A foreign company carries out genuine business activities in the EU or in the European Economic Area and is taxed on all income.
- A foreign company carries out genuine business activities in a country other than the EU or EEA and is taxed on all its income, provided that:
- Income is not more than 10% of the revenue from genuine entrepreneurial activity
- There is an exchange of information between Poland and another country
Poland
Capital |
Population |
Currency |
GDP |
Warsaw | 38,036,118 | PLN | $19,023 |
Within the past years, Poland has gained significant momentum as an increasingly attractive destination in which to start a business, and for a number of reasons, among which constitutes the strategic geographical location of Poland with respect to Europe. On the crossroads between Eastern and Western Europe, Poland acts like a bridge between different markets and therefore constitutes a perfect base from which to expand one’s business across the continent. Such a valuable location makes it easy to reach a wide variety of customers and at the same time develop effective logistics and supply chains.
Besides, during the last couple of decades, Poland has shown astonishing economic growth and stability. The country emerged from the global financial crisis and continued their path in building a resistant and strong economy. This stability is more attractive to businesspeople, as it forms a readymade platform for investment and expansion. In addition, the Polish government has put in place policies that are friendly to businesses, particularly in the form of taxation policies, with supporting programs characteristic of a country keen on providing a conducive climate for entrepreneurship to thrive. It has also steadily shown its commitment to economic development through active participation in foreign investment attraction mechanisms that make it easier to expand and modernize the businesses.
Apart from the economic strengths of Poland, its labour resources are well-educated and full of skills. The country places immense emphasis on education, and the workforce in Poland is quite adaptive and proficient in various languages. Such skilled labour would thus be an excellent asset to the businesses by offering access to talent leading towards innovation and meeting the demands of an ever-changing global market. After all, a country with its strategic location, economic stability, and human capital makes Poland one of the most appealing destinations for entrepreneurs willing to establish and develop their businesses right in the center of Europe.
Business forms to register a company in Poland
Individual entrepreneurial activity
Individual entrepreneurial activity means activity aimed at acquiring income, carried out by oneself, regardless of the result achieved, organized and constant, where the obtaining of revenues from such activity does not relate either to labour contracts or to a contract for a specific work, mandate civil law contract or lease, or to the disposal of the proprietary copyrights. By organized and permanent activity, one understands that the work executed is not casual in nature and is done according to prior agreement. Also according to the Polish law standpoint, individual entrepreneurial activity does not need to yield profit – it needs only be announced with the intent of getting an income.
Advantages of conducting business as a jednoosobowa działalność gospodarcza – individual entrepreneur:
- Low registration fee
- Less complex accounting and reports
- Only 18% paid as a tax by the individual’s income
- A grace period when paying reduced ZUS contributions is 2 years
- Insurance and pension contributions
- To suspend the activity without paying taxes is allowed for 30 days up to 24 months
Each entrepreneur in Poland is obliged to keep the records. Accounting report involves the following activities: maintaining a record book of revenues and expenses – KPiR, accounting for motor vehicle mileage, calculating the amount of income tax, preparing and submitting declarations of value-added tax. Also not less important point is documentation storage.
A sole proprietor in Poland is obliged to store every issued invoice, documents of crediting funds, confirmation payment – applies to paid ZUS amounts, all documents connected with fiscal cash register – checks, daily reports, as well as no income or expenses.
Criterion | Basic information |
---|---|
Limited Liability Company (OOO) | Share capital of at least 5,000 ZŁ (about 1,000 euros) Founders of the company can be one or several individuals and legal entities. Drawing up the charter of the company in the form of a notarial deed. Subject to corporate tax of 19% excluding all expenses. Co-owners can carry out duties according to the competencies of members of the company’s board. Co-founders are not responsible for the obligations of the company. LLC is responsible for obligations with all its property. |
Joint stock company (AO) | Share capital of at least 100,000 ZŁ (about 20,000 euros) AO can be founded by one or more persons Subject to corporate tax of 19% (excluding all expenses) AO business form is suitable for medium and larger enterprises The joint-stock company is responsible for its obligations with all its property Shareholders are not liable for the obligations of the joint-stock company with personal property, liability is limited to the capital contributed to the JSC |
Limited – joint-stock company | Share capital of at least 50,000 ZŁ (approx. EUR 10,000) The charter of the company is drawn up in the form of a notarial deed The company is suitable for running large enterprises, the company name must bear the name of one of the owners in its name Does not have legal status, but has the right to acquire property rights in your name, to take on obligations Gets subjected to 18% personal tax or the respective legal entities in the amount of 19% In the company, one of the co-owners, the second co-owner – shareholder is not liable for debts of companies |
Limited company | No authorized capital required The charter is drawn up in the form of a notarial deed A company can be founded by at least two physical or legal persons Meant to continue the business activity within one’s company, the name of the company should include the name of one of the owners. The company does not have any legal status, and meanwhile, it can obtain the property rights in your name and undertake obligations. It is taxed as follows: 18% tax for physical persons or legal entities at a rate of 19% In company, for the obligations of the company, one of the co-owners, the second co-owner’s liability is limited contributed by the limited amount contributed to the company |
Subsidiaries of a foreign company
Under the provisions of the act “On economic activities” as of November 19, 1999 foreign entities can establish a subsidiary and representative offices in Poland. For this, you don’t have to obtain any permissions, except as evidence of a certificate of conformity with the principle of reciprocity issued by the relevant Consulate.
Branch
The foreign company can open its branch in Poland only based on the principle of mutuality, with the sole purpose of carrying on commercial transactions under the limits of your objects of business. In every branch that it establishes, a foreign body liable to the obligation in commercial transactions shall appoint an attorney authorized to represent such a body. Only after including the branch in the National personal register is it possible for the branch to start working.
Under the Polish accounting law, it is expected that a branch should hold its books of account separately in Poland. On the other hand, some provisions indicate that the branches should notify the Polish Minister of Economy and Labour regarding the occurrence of the following events:
- The beginning of the procedure related to the dissolution of the foreign organization that opened its branch in Poland.
- In case of loss by a foreign entity of the right to maintain its own entrepreneurial activity
- In case of loss by a foreign entity of the right to dispose of its assets
Representation
Foreign companies can open their representative offices in Poland only for the development and advertising of their own activities. In order to open Representatives need to be registered in the Register of Representatives foreign enterprises under the Ministry of Economy and Labor of Poland, which is made on the basis of an application from an interested foreign company.
The application to be filed in Polish language shall contain the following information:
- Name, place of registration and legal entity of a foreign company opening its representative office
- Share capital of a foreign company opening its own representation
- Type of business activity of a foreign company, opening its representative office
- Name and Polish address of the person authorized by the representative to represent a foreign company
The following documents must be attached to this application:
- A statute related to its foundation – the partnership contract, statutes of a joint-stock company, etc. – of the foreign company
- A copy of the entry in the commercial register or the equivalent document
- Foreign company resolution on establishing its representative business in Poland
- Resolution of a foreign company regarding the size of the contributed shares if any
Applications submitted above shall be prepared in a foreign language, with the exception of certified translations into Polish.
Representatives shall use, among others, the name of the parent company in the language of the country of its registration, and also provide your legal entity in translation into Polish and with the addition of the words: “representation in Poland”.
As regards branches, representative offices established in Poland shall keep, with respect to them, separate accounting reports, be subject to the norms of Polish bookkeeping and inform the Polish Minister of Economy, Labor and Social Policy of the following facts:
- About removal of the infringement of freedom of movement in respect of initiation or completion of the liquidation proceeding concerning a foreign legal person, which opened its representative office in Poland, and
- About the fact that a foreign legal entity has lost the entitlement to conduct its own business activity
- In case of the loss of the foreign entity’s right to dispose of the assets, and also changes, concerning the information submitted in the application for entry into the register a representative office and the amount of the contributed capital;
Documents which you get after company registration in Poland
- Charter sp. z o.o. in the form of a notarial deed in case it was opened not by means of the Internet but through a notary
- Homep KRS (Krajowy Rejestr Sadowy)
In case the company has obtained a KRS number, then it is considered already registered. There are no supporting documents or evidence on special forms. - Number REGON (Rejestr Gospodarki Narodowe)
- After the company is recorded in Krajowy Rejestr Sądowy, it must be enrolled in the Register of National Economy, Rejestr Gospodarki Narodowe, and acquire a REGON number. This will serve statistical purposes, respectively, and the register is kept by the Main Statistical Office – Główny Urząd Statystyczny – GUS.
- NIP (Numer identyfikacji podatkowej)
- NIP – taxpayer identification number – to be received from the tax office – Urzad Skarbowy.
our values
Experienced team
The qualified and competent personnel ensure a high level of legal and accounting services. The strength of our team is experienced legal, corporate, and financial services, and accountants authorized by the Minister of Finance of the Republic of Poland to provide accounting services.
Flexibility
Our Company provides legal services within the territory of Poland, in accordance with our clients’ needs. The scope of services offered is prepared with regard to the needs and expectations of our customers. We also seek solutions for optimal cooperation. To provide our services at the highest level, we continually cooperate with external auditors, lawyers, and tax consultants.
100% privacy
We take full responsibility for the services provided and guarantee confidentiality for our customers. Personal data provided by the customers in the registration of the company and other legal services are used only for these purposes. All information provided is stored on protected media. For us, it is very important to keep our clients’ privacy on a high level on the basis of our GDPR policy.
Individual approach
We provide services of the highest quality thanks to qualified, experienced staff of licensed accountants and lawyers. To provide services, we assign a special team that deals with client’s affairs in a comprehensive manner. This solution provides a personalized approach and allows the customer to be in direct contact with qualified people who are aware of the company’s activities.
What types of companies exist in Poland?
There are several types of companies in Poland, each with its own particularities, requirements for founders, authorised capital, taxation and management. Here is an overview of the main forms of entrepreneurship available in Poland:
Individual entrepreneur (Jednoosobowa działalność gospodarcza)
This is the easiest and most common way to run a business designed for a single owner. It requires no initial capital. Individual entrepreneurs operate in their own name and are fully financially responsible with all their property.
Civil law partnership (Spółka cywilna)
A simple form of co-operation between two or more entrepreneurs that does not require registration with the National Court Register (KRS). It is based on a contract and is mainly used for small businesses. The participants are jointly liable for the obligations.
Limited Liability Company (Spółka z ograniczoną odpowiedzialnością, sp. z o.o.)
The most popular form of legal entity for small and medium-sized businesses. It requires a minimum authorised capital of PLN 5,000. The founders are liable only to the extent of the contributed capital. Ideal for entrepreneurs who wish to limit their personal financial liability.
Joint Stock Company (Spółka akcyjna, S.A.)
Designed for large businesses with a minimum authorised capital of PLN 100,000. Allows to attract investments through the sale of shares. Shareholders are liable only to the extent of their shares.
Spółka komandytowa (Spółka komandytowa, sp.k.)
Combines elements of a legal entity and a partnership. Has at least one seconder (investor) whose liability is limited to the invested capital and one complementer (manager) who has unlimited liability.
Professional partnership (Spółka partnerska)
Designed for members of the free professions (doctors, lawyers, architects), it allows them to join forces without the need to set up a limited liability company or joint stock company.
Spółka komandytowo-akcyjna (Spółka komandytowo-akcyjna, S.K.A.)
Combines the elements of a commandite company and a joint-stock company. It has shareholders instead of teamsters, but retains the role of a complementary company.
Each of these forms has advantages and disadvantages that should be taken into account when choosing the most suitable structure for doing business in Poland. The decision should be based on the size of the company, future plans, willingness to be financially responsible and other key factors.
Table with current tax rates for companies registered in Poland in 2025. This data will help to get an idea of the tax burden on business in Poland.
Name of Tax | Tax Rate |
---|---|
Corporate Income Tax | Standard rate – 19%, Reduced rate for small enterprises and start-ups – 9% for revenues up to 2 million EUR |
Value Added Tax (VAT) | Standard rate – 23%, Reduced rates – 8%, 5%, some goods and services – 0% |
Personal Income Tax | Two rates, 17% and 32%, depending on income level |
Social Security Contributions | Different rates, depending on employment status and type of insurance, the total burden can be around 35% of payroll |
Dividend Tax | 19% |
Average Salary 2023 | Depending on the source, the average salary in Poland may vary. For an accurate figure, it is recommended to refer to the current statistics at the time of enquiry. |
The following table summarizes the key tax rates for companies in Poland. However, it must be noticed that tax laws change, and various reliefs and exemptions may apply based on the type of business, size of the company, and other issues. It is always a good idea to consult with an accountant or qualified tax advisor here in Regulated United Europe about specific information and guidance.
What is the size of the authorized capital of a company in Poland?
The form of the legal entity chosen will determine the amount of the authorized capital in Poland. Authorized capital means such an amount which is provided by the founders at the time of incorporating the firm. The amount is supposed to ensure the financial stability of the firm and cover the costs of its start-up. Let us consider now how much the authorized capitals for the most common types of companies in Poland are:
Company Type | Details |
---|---|
Limited Liability Company | The minimum authorized capital required to establish an sp. z o.o. is 5,000 PLN. It enables sp. z o.o. to be used by the smallest and medium-sized businesses that are ready to limit the personal liability of the founders. Shares in the company’s share capital may be covered either in cash or with a property contribution, whose value has to be established in an appraisal. |
Joint Stock Company | A joint-stock company is intended for big business, offering at least 100,000 PLN in minimum-authorized capital. This form of company allows raising additional funds through the sale of its shares, which becomes very attractive in bigger projects and investments. |
Spółka komandytowa | In a commandite company, there is no minimum amount of authorized capital designated in any absolutely binding way. The contribution of each of the participants in the company formation agreement may take either monetary or non-monetary form (for example property, knowledge, or skills). |
Spółka komandytowo-akcyjna | It requires authorized capital, just as a joint-stock company does, at least PLN 100,000. It is a form that combines characteristics of a joint-stock company and a limited company; it offers flexibility in gaining investments and in the management of the company. |
Professional Partnership | In the case of a professional partnership, legislation does not provide for any minimum amount of capital in respect of ‘authorised capital’. Attention is paid instead to the professional qualifications of those contributing rather than to the size of any funds subscribed. |
Selection of the legal form of the company and the ‘optimal’ authorized capital represents an important phase of business planning in Poland. Smaller authorized capital can attract start-ups and small businesses, while large companies and projects requiring big investments and presupposing high financial risks would prefer forms with higher levels of this parameter. Anyway, the choice shall be reasoned by the strategic goals of the business, its scale, and specifics of the activity.
Does a company in Poland have to have a local director?
Polish law does not provide that a company must be managed by a local director. In no legal forms, be it a limited liability company as known by sp. z o.o., or a joint stock company as known by S.A., does the law show that one of the directors or management board members must be a Polish citizen or have a place of residence within the country.
Limited Liability Company (sp. z o.o.)
The statute, in the case of sp. z o.o.-the most popular form of doing business among subjects being SMEs-allows for the appointment of non-Polish residents as directors, board members. More important is the general criterion of a director’s suitability for the post, i.e., not having a criminal record for economic offenses.
Joint Stock Company (S.A.)
In the case of a joint-stock company, there is no such requirement about the nationality or residence of the members of the management board. There is, on the other hand, an important aspect of the fact that the company’s registered address should be in Poland and it should be possible to carry out management activities in the interest of the company within the country.
Benefits of owing a local director
While it is not necessary, but having a local director will be helpful in several ways: it improves the communication with local authorities and banking institutions; better understanding of the local market and legislation; and simplifying the process of the company’s registration and subsequent conduct of business.
On the whole, doing business in Poland doesn’t require the involvement of any local director, and that is what makes this country so appealing for foreign investors. At the same time, having a person in your team who understands the local market and the legal environment is a big plus in terms of effective management and business development.
What are the state fees for establishing a company in Poland?
In the process of company formation in Poland, entrepreneurs are obliged to pay several kinds of state fees and charges, whose amount may vary depending on the legal entity form and the registration method. These fees are statutory ones, payable as reimbursement of costs incurred by the state authority for processing the documents and entering the information into the corresponding registers. Now, the specific attention deserves the cost of registration for the most common company types in Poland.
Company Type | Fees |
---|---|
Limited Liability Company | Registration fee: Until recently, the valid amount for the limited liability company’s registration within the National Court Register of Poland was PLN 500. Announcement fee: Additionally, 100 PLN is payable, plus the publishing of information about the company in the Official Court Gazette (Monitor Sądowy i Gospodarczy). |
Joint Stock Company | Registration fee: The registration fee of the joint stock companies is also 500 PLN in KRS. Fee for announcement: The cost of publication in Official Judicial Gazette remains the same and is PLN 100. |
Spółka komandytowa | Registration fee: The registration fee in KRS is 600 PLN for business travellers. Announcement Fee: The cost of publication in the Official Gazette is PLN 100. |
Professional partnership | Registration fee: The registration fee, for professional partnerships, as well as in the KRS, is PLN 600. Fee for the announcement: PLN 100 has also been allocated for the announcement in the Official Gazette. |
E-registration
It should be underlined that making use of the system of electronic registration via the Internet – S24, intended to make the establishment of companies simpler, the amount of state fees may be reduced. E.g., for a sp. z o.o. electronic registration reduces the fee for making an entry in KRS to PLN 250.
The most important financial planning involves the state fees, and their amount is a significant part of the financial planning of setting up a company in Poland. Though the figures here are current at the time of my last update, it is always advisable to check current information immediately before incorporation, because the rates can be subject to change. Apart from the state fees, one should also take into consideration another probable legal and consulting fee, as well as depositing the authorized capital.
How much does it cost per year to maintain a company in Poland?
Basically, the annual cost of maintaining a company in Poland depends on many factors, such as type of company, size of business, turnover, number of employees, and the industry where the company operates. In the further text, we will try to explain the main aspects and the costs the company may encounter while doing business in Poland in order to explain annually the maintenance cost of the same company.
Authorised capital
The authorised capital is not a recurring annual cost, but an essential factor in establishing a company. Different types of legal entities impose different minimum requirements, e.g., for Spółka z ograniczoną odpowiedzialnością (sp. z o.o.) – 5,000 PLN and for Spółka Akcyjna (S.A.) – 100,000 PLN.
Registration fees and state charges
These are one-time fees charged at the time of incorporation. However, depending on the field of activity, companies can also be required to pay certain fees for amendments of the registration data or for obtaining specific licenses and permits.
Taxation
- Corporate Income Tax – CIT: The standard rate is 19%, while a reduced rate of 9% applies for small businesses for the first few years of operation.
- Value Added Tax (VAT): The VAT rate in Poland is 23%, with reduced rates for certain goods and services.
- Local taxes and fees: Such as property tax, vehicle tax.
Accounting and auditing
The prices for accounting services may vary by several factors, like the size and difficulty of a company’s operation. Small businesses can expect to spend within the range of 500 to 2,000 PLN a month for accounting services, with large companies having a high volume of transactions or international operations paying much more.
Legal services
The annual cost of legal services depends on the specific nature of the business and the need for advice in narrow fields. Regular legal support can amount to several or tens of thousands of PLN every year.
Office expenses
Another influential factor in yearly costs consists of office rent, utilities, internet and telephony. Renting may mean a different cost depending on class, size and location of the office space.
Salaries and social contributions
The employee salaries, along with the obligatory social contributions paid by the employer, make up a substantial share in the company’s expenses. The Polish employer is obliged to pay social contributions from employees, adding to labor costs approximately 20-30% on average.
The annual cost of maintaining a company in Poland depends on many variables and can vary considerably. It is important that one should carefully plan for all upcoming expenses and consider both fixed and variable costs in the course of doing business. Industry specifics, the size of the company, and the scale of its operations play a key role in shaping the overall cost picture.
What are the key advantages of setting up a company in Poland?
Setting up a company in Poland gives a lot to entrepreneurs and foreign investors, and this country is considered one of the most attractive places to do business. Let’s see some of the key advantages that can encourage choosing Poland as a place of company development.
Advantages | Details |
---|---|
Strategic location | Located in the center of Europe, Poland provides quick access to both European markets, including the European Union, and the markets of Eastern Europe and Asia. Definitely the best location for every company that wants to expand its presence and efficiently manage logistics. |
Attractive investment and tax policies | Poland boasts a competitive tax system, corporate income tax with reduced rates for small and medium-sized enterprises, and far-reaching tax exemptions for investors in special sectors and economic zones. In addition to these, there is a number of European Union grants and support programs helping boost innovative projects, infrastructure development, and creating new jobs. |
Developed Infrastructure | Poland boasts one of the best infrastructures concerning transport, digitization, and social spheres, which has contributed to good business conditions. Further investment in modernizing the road and rail network, airports, and ports, alongside developing the digital economy, will ensure even better access to local and international markets. |
Resource of skilled labour | Poland represents a large pool of qualified, well-educated professionals in different sectors. Education is at an extremely high level in Poland, while salary expectations in the country remain relatively low compared to Western Europe, making the Polish labor market attractive for employers. |
A dynamically developing market | The Polish economy shows stable growth, with domestic consumption and investment driving this. Its market encompasses over 38 million consumers, establishing wide-ranging business opportunities in different industries, from manufacturing to IT and services. |
Ease of doing business | Poland has made significant efforts to cut unnecessary bureaucracy and improve the business climate. Its ranking has risen considerably in recent years due to the simplicity of company registration, taxation, and authorization processes. |
Setting up a firm in Poland offers a number of important advantages for entrepreneurs: the strategic geographical location, attractive tax policy, developed infrastructure, access to skilled labour, a dynamically developing market, and an improved business environment. All the reasons mentioned above make Poland one of the most attractive investment and business development destinations in Central and Eastern Europe.
What ways are there to set up a company in Poland?
It is possible to establish a company in Poland within different frameworks, each having particular characteristics, advantages, and serving specific purposes. The identification of the most appropriate way to set up depends on many factors: the size and type of the proposed business, the number of founders, the required authorized capital, and a host of other important factors. Let’s look deeper into the main ways of establishing an entity in Poland.
Registration as an individual entrepreneur
This is a process that has been designed to be the quickest and most efficient way of starting a business in Poland. It is intended for single entrepreneurs. To be registered, one needs to turn to the Central Register and Information on Enterprises – CEIDG, which is also possible online. Individual entrepreneurs pay income tax and are entitled to choose the most favourable system of taxation.
Establishment of a limited liability company Spółka z ograniczoną odpowiedzialnością, sp. z o.o.
The most popular form among small and medium-sized enterprises is Sp. z o.o., as limited liability is ensured for founders. It is registered through the system of the National Court Register-KRS, and the minimum authorized capital amounts to PLN 5,000. There is a possibility to implement the registration in an online system- S24, thanks to which the registration will be performed more quickly and be easier.
Formalizing a joint stock company Spółka Akcyjna, S.A.
A joint-stock company is suitable for large businesses or when investments are to be attracted through a public offering, and the minimum authorized capital should be at least PLN 100,000. S.A. also registers its business through KRS, but in a more cumbersome manner that requires drafting the articles of association and creating the founding committee.
Spółka Komandytowa (Spółka Komandytowa, sp.k.)
A teaming society would be suitable for partners who have a wish to share responsibility and contribution to the business. This would imply that one or more have limited responsibility while others-the complementarians-full responsibility. This format can be applied to business projects in which there will be some division of roles and responsibilities between partners.
Notarisation of documents
For instance, in this case, the statutory documents for sp. z o.o. and S.A. should be notarized. This requires personal presence of founders or their official representatives and also involves additional expenses.
Registration with the relevant state authorities
After drafting and authentication of all the documents, the company shall be properly registered in KRS. Moreover, it should be registered in the tax office, ZUS, and the statistical office to get an identification number given to each of these entities.
A variety of facts influence the type of company setup in Poland, from the size of the firm to the number of founders, the field of activity, and financial possibilities. Every mentioned way has its characteristics, documentation requirements, and terms. Therefore, such great investigation of all opportunities and, if needed, consultations with legal and financial experts are so important in order to choose the best way for your business.
Does an entity need to have a registered office in Poland?
A legal address is the so-called ‘legal’ address, which plays an important role in the process of registration and further operation of a company in Poland. A legal address not only fulfils the legal requirements but also stands for an important element of interaction with state authorities, clients, and partners. Let’s take a closer look at why having a legal address in Poland is mandatory and what functions it fulfils.
Legal requirements
According to Polish law, every firm registered in Poland is obliged to have a legal address in Poland. This address is put into the National Court Register (Krajowy Rejestr Sądowy, KRS) and serves as the official address of the firm for the legal, fiscal, and correspondence purposes.
Legal address functions
- Registration and Legal Processes: It finds application on the registration of the company and in all legal documents, contracts, and licenses.
- Tax Liabilities: A registered office is important in determining the tax jurisdiction of the company as a way of managing its tax affairs. It determines the tax office at which the company will be accounted and pay taxes.
- Corporate correspondence: It receives official correspondence from government agencies, banking and financial institutions, as well as from partners and customers.
Making Sure You Have a Legal Address
- Rent Office Space: The company can rent office space for use as their registered office. This method is quite traditional but more costly for those just starting a business or with small enterprises.
- Service: Companies can employ the services of a virtual office at lower costs. Services involved in this may include providing a registered office address and, more importantly, other services like mail receipt and telephone services.
- Address of the promoter or director: Sometimes it is easy to use the residence address of the promoter or one of the directors as the registered office of the company; that is, of course, provided all the terms and permissions are in place for them to do so.
Having a registered office is an indispensable part of setting up and conducting business in Poland. The address of the registered office is not only a duty stemming from the law but also one of the most important elements of tax planning, legal defence, and corporate image. A decision on the optimum variant for obtaining a legal address shall be made with consideration of both financial capability and strategic objectives of business.
Is it possible to open a branch office of a foreign company in Poland?
Opening a branch office of a foreign company in Poland is feasible and often profitable for expanding business into the Polish market, as well as further expansion into Central and Eastern Europe. Poland attracts foreign companies with its strategic location, developed infrastructure, and skilled labour force. In this article, we will take a closer look at the key aspects related to opening a branch office of a foreign company in Poland.
Legal aspects
The branch of a foreign company in Poland is treated as its branch without legal personality. It means that the branch acts according to the legal status of the parent company and performs business activity for and on its behalf, having the foreign company fully liable for the activities of its branch.
Branch registration
In order to open a branch office in Poland, you should proceed with the subsequent steps:
Step | Details |
---|---|
Preparation and filing of documents: | The principal documents that would be prepared are the extract from the commercial register of the foreign company, the founding documents, the resolution about the establishment of the branch, and powers of attorney for the representatives of the branch. All the documents must be translated into Polish by a sworn translator. |
Registration in the National Court Register (KRS): | The requirement of such a branch of a foreign company is its registration within the KRS. The actual procedure consists of the application form and documents certifying the compliance of the foreign company with the law and stating its goals in Poland correspondingly. |
Tax registration: | Registration at the tax office is necessary for obtaining a tax identification number (NIP) and also for registering as a VAT taxpayer, if the branch’s activity falls under these tax obligations. |
Taxation
A branch of a foreign company in Poland is liable to income tax only based on the income obtained within Poland. The income tax rate is the standard 19% or 9% for small companies under particular conditions. Additionally, the branch is under an obligation to perform all VAT obligations provided that the branch will carry out VATable activities.
Advantages of opening a branch in Poland
- Access to the European market: Poland is a member of the European Union, thus access to the single European market is easy to get.
- Economic stability: Poland’s economic growth is stable, which creates a favourable environment for the development of business.
- Skilled labour: Access to highly qualified but relatively inexpensive labour resources.
Opening a branch office of a foreign company in Poland will be a strategically favorable decision, enabling the enterprise to expand its business and strengthen its in-country positions within European markets. Careful preparation for this process should be done in compliance with Polish law on the registration with the relevant state authorities, including the fulfillment of fiscal obligations. Considering all the factors and with proper planning, even a branch of a foreign company will be able to develop in the Polish market and seize every advantage that is offered by it.
Can a foreigner open a company in Poland?
Foreign businessmen have huge possibilities for different kinds of business in the country. Poland is considered to be one of the attractive countries because of its strategic place in Europe, stable economy, well-skilled labor force, and relatively low costs of doing business. The article considers how a foreigner can open a company in Poland, which reveals the key aspects and requirements of the above-mentioned process.
Steps for establishing a firm by a foreigner in Poland
Step | Details |
---|---|
Selection of legal form of the firm: | A foreign investor can choose any one of the following legal forms for their firm available under Polish Law: Individual Entrepreneurship (Jednoosobowa działalność gospodarcza) Limited Liability Company (Spółka z ograniczoną odpowiedzialnością, sp. z o.o.) Joint Stock Company (Spółka Akcyjna, S.A.) The choice depends on the size of the enterprise, the planned volume of investment, the need to attract additional investors, and other factors. |
Preparation of the necessary documentation: | It is necessary to prepare a number of documents: the memorandum or articles of association, a document showing a decision on appointment of managing directors, and a document confirming the fact of payment of the authorized capital. All the documentation shall be translated into Polish. |
Registration of the company | The process of registration of a legal entity in Poland is multi-step: Registration with the National Court Register (KRS) Obtain taxpayer identification number NIP Registration in the social insurance system ZUS in case of the intention of the company to employ employees |
Opening of the Bank Account | For its activity, the company is bound to open a corporate bank account with any Polish bank. The procedure could be performed only by the personal appearance of the company representative or his authorized person with relevant documents. |
Taxation
The foreign companies operating in Poland are obliged to pay the taxes of the income earned within the country. Their main taxes are a corporate income tax of 19%, a reduced rate of 9% for small businesses at least for the first few years, value added tax, and other local taxes and levies.
Advantages opening a company in Poland for foreigners
- Access to the European market and an opportunity to use Poland as a strategic base for business expansion to the east and west
- Comparatively low costs of doing business when compared to other EU countries
- Highly qualified local labor with great qualifications
- Stable economy and supportive business environment
Opening an agency or a firm in Poland by foreigners is not only possible but can also be very strategic and advantageous for many companies. Thanks to transparent and relatively uncomplicated procedures for registration, and thanks to the favorable economic and tax environments, Poland offers foreign investors attractive conditions for the development of their businesses. It means that one should be aware of all the requirements and procedures and, in case of need, get advice from local experts if one wants his business to be successful.
Is it possible to obtain a residence permit by setting up a company in Poland?
Setting up a company in Poland by foreigners may create the ground for an application for a residence permit and opens up opportunities for entrepreneurs not only to conduct business activity but also for long-term residence. The process comprises several crucial stages and requires great attention to the preparation of the required documents, as well as observance of certain conditions. Below we will overview how incorporation of a company in Poland may contribute to obtaining a residence permit.
Grounds for Obtaining a Residence Permit
A foreign citizen can apply for a temporary residence permit in Poland if he/she intends to conduct business activity in the territory of Poland and demonstrates proof of the economic viability of such an activity and the positive impact it will have on the economy of Poland. Such proof includes a business plan, proof of sufficient funds for the investment and operation of the business, and the potential for creating a job opportunity for citizens of Poland.
The process for obtaining a residence permit
Step | Details |
---|---|
Setting up a company | This would involve first establishing a company in Poland and then subsequently giving it a start. It may be in the form of a sole proprietorship or a limited liability company, including a joint stock one. |
Preparation of documentation | In the case of residence permit application, a full package of documents is to be prepared, including company registration proof, business plan and financial statements, while the proof of means to support yourself and your family in Poland has to be provided. |
Application | The application shall be submitted to the voivodeship office in the place of intended residence in Poland. It is important that, at the time of submitting the application, the foreign entrepreneur is legally present in Poland, e.g. on a visa that is still valid. |
Application processing | The processing of applications usually takes several months. Within that time, additional documents may be requested or an interview may be conducted. |
Temporary residence card obtaining | In case of approval, a temporary residence card is issued, which usually is valid from 1 to 3 years and is renewable. |
Important aspects and recommendations
- Business Plan: It is significant that the elaboration of a business plan be done with proper care, in order to show its feasibility and the positive impact it would have on the economy of Poland.
- Financial strength: One has to prove the finance availability at the sufficient level to commence the business, manage it and provide one’s personal support as well.
- Legal support: It is recommended to use the services of professional lawyers or consulting agencies specialising in immigration issues and starting a business in Poland, in order to avoid mistakes in the application process and to speed up obtaining a residence permit.
A company established in Poland by foreign entrepreneurs may be the ground for obtaining a temporary residence permit and opens wide perspectives for business development and life in the country. It is prepared very carefully and with strict correspondence to Polish law demands. It will allow a foreign entrepreneur who has obtained a residence permit to conduct business activity in Poland and benefit from all the advantages of living in this country.
What does the articles of association of a firm registered in Poland include?
The Articles of Association of a company registered in Poland are among the documents very important determining the structure, aims, and ways of performing the activities of a firm. It plays a very relevant role in the management and operation of the company by providing legal support to its actions. Under the Polish law, the Articles of Association are to be drafted, with there being certain obligatory sections to be included in every document of this kind. Let’s see what should necessarily be provided in the articles of association of a firm in Poland.
Name and location of the company
The name shall include the legal form of the company and shall be mentioned in the Articles of Association along with the address of the registered office. All these details are used for its official registration and identification with state authorities.
Objectives and subject matter of the activity
The Articles of association should contain a detailed description about the objects for which the company was established along with its major area of operation. The listing of an economic activity which is being targeted by the company can also be included here. Such a description will enable the domain of the business and its major areas of development to come into focus.
Authorized capital
A company, be it spółka z ograniczoną odpowiedzialnością (sp. z o.o.) or spółka akcyjna (S.A.), has to define the Statutes of a firm, specifying the amount of share capital, the method of its contribution, and the form in which such contribution was made. Share capital is divided into shares or stocks, and Statute of Incorporation must specify the number and nominal value for these accordingly.
Governing body
The statutes set out the framework for corporate governance, including the composition and powers of the management organs such as the shareholders’ meeting or shareholders’ meeting and the board of directors or management board. It sets out the formalities applicable to meetings, decision-making, and other procedural matters.
Rights and obligations of participants
The articles of association include the rights and responsibilities of the shareholders or members in terms of profit distribution and membership entrance and exit. It also specifies responsibilities.
Reorganization and Liquidation
The articles of association also determine the terms and procedure for the possible re-structuration or dissolution of the company, including terms about the procedure regarding distribution of assets in case of dissolution.
Other Provisions
Besides the sections mentioned above, the charter can include other provisions regarding the details of the business, additional obligations and rights of participants, details of profit distribution, and so on, depending on the peculiarities of the business and the needs of the founders.
One of the most significant documents that needs to be drafted and signed upon the registration of any company in Poland is the Articles of Association. The preparation of such a document must not only follow in detail the provisions specified under the Polish law, but also fully comply with the specific requirements and goals of one’s business. The Statute does not only determine the organizational structure of the company, as well as the rules of its functioning, but it’s also an indispensable tool for the protection of rights and interests of its members.
How long does it take to set up a company in Poland?
The time of the registering process depends, among other things, on the selected legal form of a company, preparation of the necessary documents, and efficient cooperation with the Polish state authorities. In this article we will look at the different stages of the company incorporation process and how long the entire process may take.
Choice of Legal Entity Form
This means that the first step is to choose a legal form of business suitable for such activity, chosen among those existing. The most common legal company forms in Poland are the following: a sole proprietorship-one-person business-jednoosobowa dzialalność gospodarcza, a limited liability company-spółka z ograniczoną odpowiedzialnością, sp. z o.o., and a joint stock company – spółka akcyjna, S.A. That choice depends on the scale of the business, the number of founders, the future plans, etc.
Preparation and submission of documents
After choosing the form of the legal entity, it would be necessary to prepare the appropriate set of documents. In the case of sp. z o.o., for example, there will be a requirement to have on hand the memorandum or articles of association, information regarding the founders and directors, proof of payment of the authorized capital, and other documents. The preparation of the documents may take from several days up to several weeks, based on the complexity and requirements.
National Court Register – KRS
It is also necessary to enter the firm into the National Court Register, which may take from several days up to several weeks. To speed up the registration proceedings, you may use the S24 system that will make it possible to register your sp. z o.o. online. Even then, however, you have to consider the time needed for the preparation and submission of all the required documents.
Obtaining identification numbers
Upon registration in the KRS, there is a further need to obtain a tax payer identification number – NIP and a statistical number – REGON. This usually takes a few days up to one week.
Opening a bank account
The opening of a corporate bank account will enable the company to commence its financial operations. This process can take anything from one to several days, depending on the bank and completeness of the documentation prepared.
Total duration of the process
The whole incorporation process usually takes from 2 up to 6 weeks starting from preparing documents and finishing with obtaining all the necessary registrations and identification numbers. This is an approximate period of time because any real case may vary depending on the specific circumstances of state authorities’ workload, necessity for some additional approvals or corrections to the documents.
Establishing a company in Poland is a process which requires a thorough preparation of documents and acquaintance with local legislation. The process may seem to be long, although in fact, it’s an important stage on the way to successful business conduction in Poland. Proper planning and consultation with legal and accounting professionals will help to expedite the process and avoid various complications.
What can a company do in Poland?
In Poland, companies can engage in a wide range of activities covering almost all aspects of the economy and business. Polish law opens equal opportunities for foreign and local investors to operate in a wide range of activities—from manufacturing to high-tech services. In this article, one may find information about the key sectors and activities that companies can engage in, considering current economic trends and the legal framework.
Manufacturing activities
Traditionally, Poland was strong in the manufacturing industry: mechanical engineering, automotive, consumer electronics, and electrical engineering, chemicals. Foreign investors can establish a manufacturing plant, considering highly qualified labour and relatively lower production costs compared to the rest of the European Union.
Trade
Trade is among the most accessible and broadest activities, including both retail and wholesale trade. Many foreign companies enjoy success in retail by opening chains of shops, supermarkets, or specialized outlets. Similarly, wholesale trade offers great business opportunities, such as export and import operations.
Services
A broad variety of services are available within the Poles’ service sector: from financial and insurance services, real estate, tourism, education, medical services to IT and telecommunications, professional, scientific, and technical services. Most specifically, its IT sector develops so fast that Poland is aiming to be one of the leading places in software development and digital technologies in Europe.
Construction
Among opportunities which foreign investors may find in the Polish construction sector, the following can be indicated: housing and commercial building; infrastructure projects; specialist construction work. Active infrastructure development creates additional demand for construction and engineering services.
Energy and renewable energy sources
In a broader sense, this encompasses all sources of energy, both traditional and renewable resources such as wind and solar energy. Foreign investors can contribute to the modernization of the energy sector and the development of new renewable energy technologies.
Research and development
The R&D sector in Poland, this way, opens wide opportunities for innovative companies working on research in biotechnology, pharmaceuticals, new materials, and digital technologies, among other promising areas. Innovative projects and research receive support from the state through various funding programs and grants.
In general, companies registered in Poland can engage in all activities that give reasons to attract investors from different spheres. Flexible legislation, economic stability, and access to the European market create an attractive place for doing business in Poland. However, it is relevant to take into consideration industry specifics, local regulations, and licensing requirements for such and such activity.
Does a company in Poland need to have employees?
The question whether a firm registered in Poland is obligated to employ workers is depended, amongst others, by the type of legal form of the company, the number of workers or the area of activity, and specific legal requirements. The given article shall cover various aspects related to the employment of workers by companies in Poland in order to provide an overview of the obligations and opportunities for businesses within this context.
Compulsory employment of employees
- Legal requirements: Within the Polish legal framework, there are no such requirements as to having employees for companies in general. Most forms of companies – like a sole proprietorship, limited liability company or joint stock company – may be conducted without the need to hire employees if the activities to be covered do not require additional staff.
- Forms of legal entity and personnel requirements: Some specific forms of legal entities, e.g. professional partnerships (spółka partnerska), presuppose the existence of several founders with certain qualifications, but this does not amount to an obligation to have employees.
Reasons for hiring workers
- Business expansion: Business growth and development often requires hiring additional staff to perform various tasks and functions within the company.
- Specialized expertise: For companies operating in high-tech industries or offering special services, the availability of qualified specialists working for the company may be of essence.
- Legislative and tax incentives: There are several tax exemptions and incentives available from the Polish government for companies that create jobs, especially within special economic zones or industries.
Requirements for employers
Employers in Poland are obliged to draft employment contracts, pay at least the minimum salary, maintain proper working conditions under health and safety laws, and make social and tax contributions.
Outstaffing alternatives
- Outsourcing and freelancing: Other organizations can provide the company with certain services while the companies hire self-employed workers who will undertake the job so that direct hiring can be avoided.
- Temporary labour utilisation: Firms can hire temporary manpower for projects, which are time-limited, through employment agencies.
While Polish law does not put an obligation on companies with regard to having employees, business needs or development strategy may justify the hiring of staff. In such a case, when expansion in the workforce is contemplated, all labour laws and social security requirements would have to be considered. Companies seeking flexibility may look at other alternatives for work to be performed by outsourcing or through freelancers.
How to choose a name for a company in Poland?
Naming a company is crucial in Poland at the establishment stage of an enterprise, as the name provides the first impression and is very important from the point of view of branding and marketing strategies. While choosing a name, one has to think of both marketing and legal aspects of such naming. The paper is intended to provide some basic directions of naming a company in Poland, which shall turn the company into a recognisable one and simultaneously compliant with legal requirements.
Consideration | Details |
---|---|
Unique and distinctive | The name has to differ from the already existing companies’ names registered with the commercial register in Poland. Such demand helps the brand be recognizable and avoids legal complications. A name availability search through the National Court Registry (KRS) and the IPO trademark database should be performed before final selection. |
Clarity and simplicity | The name should be easy to pronounce, memorable, and reflect the scope of the enterprise’s activity. Avoid complicated acronyms that may confuse consumers. |
International adaptability | If the company plans to operate beyond Poland, consider whether the name is understandable and accepted internationally. Avoid words that may have negative connotations abroad. |
Compliance with company’s activities | The name should be appropriate for the business being conducted. It’s important for branding as it helps convey the company’s function or offering to consumers. |
Legal considerations | The name must not violate intellectual property rights or include forbidden elements. In Poland, using words that offend public morals is prohibited. |
Long-term perspective | Think long-term when choosing the name. It should be flexible enough to accommodate future expansion and reflect the company’s core ethos and values. |
Setting up a company name in Poland entails both marketing issues and legal ones. Choosing the right name will mean much for business success, so as to be recognizable and distinct from any competitor. Such choice is worth considering in the process of careful research of possible names with respect to uniqueness, whether they fall under some kind of legal protection, and assessing how “catchy” and memorable they would be to the target audience.
Business Register in Poland
In Poland, this business register is called the National Court Register, or in Polish – Krajowy Rejestr Sądowy (KRS). These are incorporated into the legal and economic system of Poland. In the Registry, the transparency of the business climate is ensured while ensuring the accuracy of the data provided about legal persons: companies, foundations, and other organisations. The purpose of this article is to take an in-depth look into the structure, functions, and process of registration with KRS, together with the relevance of such a register to carry on business in Poland.
Structure and Functions of KRS
KRS is kept by the Ministry of Justice of Poland and is a central system that stores information about all legal entities and organized parts of legal entities registered in Poland. The main sections of the register are as follows:
- Section I: Companies and other legal entities.
- Section II: Partnerships.
- Section III: Other entities, including foundations, associations and other organisations.
Registration with KRS endows a legal entity with the legality of doing business, the right to the name, and to be a party in judicial and administrative proceedings.
Registration Process of KRS
The process leading to registration with KRS usually involves:
- Preparation of Documents: To incorporate a company, you have to prepare the necessary documents. The incorporation documents include founders’ resolutions, information about directors and managing directors.
- Application: The registration application, together with all the documents required for the given type of entrepreneur, is filed to the competent court. The application can also be submitted using the electronic system.
- Publication in the Official Gazette of Poland, Monitor Sądowy i Gospodarczy: Upon registration, the information of the company is published in the Official Gazette.
Importance of KRS to conduct business
Registration with KRS is not only a formality to carry on business but also has a host of advantages ensuing from this in the following way:
- Legal protection: The registration guarantees protection of the firm name and its legal form.
- Transparency: KRS enables access to reliable information concerning business partners and allows safe business operations.
- Trust: Customers, partners, and investors trust registered companies much more.
- Tender participation: Only registered companies can participate in state and municipal tenders.
KRS plays a great role in the legal and economic life of Poland, securing transparency and accessibility of information on legal entities. This process needs serious preparation to be performed in accordance with all requirements of the law. Successful registration opens the company to a wide range of opportunities for the development of its business, enhances its prestige, and expands its commercial relations.
Should you aspire to establish your business in Poland and take advantage of the simplified procedure and highly favourable taxation framework, our adept consultants at Regulated United Europe are eager to provide you with the essential expertise to pave your way to success. Proficient in Poland’s business regulations and closely attuned to the legislation in the EU, we can adeptly assist you in setting up a company and additional services. Furthermore, we enthusiastically offer support in accounting and tax optimization. Schedule a tailored consultation today to embark on a new entrepreneurial journey in Poland.
“If you aim to set up your business in Poland, leveraging its streamlined process and highly advantageous taxation system, get in touch with me today, and let’s commence your business venture in Poland.”
FREQUENTLY ASKED QUESTIONS
What amount will be required for the authorized capital?
The minimum size of the authorized capital at the opening of the company in Poland - 5000 zlotys (about 1000 euros), the upper limits are not limited. The nominal value of the share of 1 participant should exceed 49 zlotys.
How long does it take to register a Polish company?
The whole procedure can take up to 10 days: in this period includes preliminary discussion and agreement on the name and composition of the founders of the Polish company, signing of the agreement, payment and execution of all documents.
Can the Polish company carry out activities in the territory of other countries of the European Union?
If you are a founder of a Polish company, on behalf of a legal entity you have the right to carry out business in all countries of the European Union. However, you can only find a job as an individual within Poland itself. In order to find a job on your own or to officially hire employees from other countries to work in the territory of any of the European Union countries (except Poland), you will need to obtain a special permit to work in this particular country.
Is it possible for a foreigner without a residence permit, permanent residence permit or citizenship to open a company in Poland?
Yes. The founder or a group of persons with foreign citizenship can register in Poland a limited liability company (Sp. z o.o.) and conduct business on the same rights as the citizens of the country. Enough to have a valid passport.
What taxes must be paid in Poland?
Income tax SP. Z O.O. (LLC) is 19%. The income of the board members is also taxed at a rate of 19 per cent (up to 10,000 zlotys, which each board member may receive monthly on the basis of a general decision at a special meeting). The base rate of the quarterly VAT is 23%, but for certain activities the rate can be lowered and even equal to zero.
What reports must be submitted to the Polish company?
Once a month VAT declaration is submitted to the IRS. Once a month or once a quarter profit tax is paid. Once a month, social security deductions are made for each employee.
Do I have the right to recruit from other countries?
Yes, but they’ll need to get a work permit in Poland. If employees have a Card of Steel or Map of Polak with an open national visa (category D), no work permit will be required.
Is it possible to purchase and register transport in the company’s name in Poland?
Yes, you have the right to purchase and register vehicles on your Polish company.
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At the moment, the main services of our company are legal and compliance solutions for FinTech projects. Our offices are located in Vilnius, Prague, and Warsaw. The legal team can assist with legal analysis, project structuring, and legal regulation.
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Address: Twarda 18, 15th floor, Warsaw, 00-824, Poland
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