Establish a Company in Poland

One of the main questions when registering a foreign legal entity is choosing the jurisdiction. Why Poland specifically, and not the Czech Republic, Estonia, or other popular destinations? It’s very simple:

• corporate income tax for LLCs is 9% (provided the company’s profit does not exceed 1,200,000 Euro per year)
• no problems opening a corporate bank account for non-residents
• remote registration without personal presence
• simple employment procedure and obtaining work permits for foreigners (particularly citizens of CIS countries)
• minimum share capital is 5,000 zł (share capital is declared, which does not require depositing money into an account at the registration stage)

Company Registration in Poland – How to Start a Business?

The main advantage of establishing a company in Poland is easy access to the European and global market. Poland is very favorable toward non-resident founders, especially when it comes to citizens of Russia, Ukraine, Belarus, Georgia, Armenia, and Moldova. The entry threshold into Polish business, compared to other European countries, is one of the lowest and starts at 500 Euro. And access to EU country markets, which a Polish company provides, means a huge number of potential, solvent clients. EU policy is such that almost all borders between member states are eliminated regarding the movement of goods, people, services, and capital.

Poland’s economy itself is growing rapidly and currently holds a leading position in the EU. Taxes are low, and officials’ attitude toward foreign founders is quite favorable.

Which Form of Business to Choose?

Poland follows the Romano-Germanic legal system and the forms of business entities are similar to other European countries and parts of Asia:

1. Limited Liability Company (LLC) – spółka z o.o.;
2. Joint Stock Company (JSC) – spółka akcyjna;
3. Simple Joint Stock Company (SJSC) — prosta spółka akcyjna (an innovative project of the Polish legislator);
4. Limited Partnership – spółka komandytowa;
5. Civil or General Partnership – spółka cywilna / spółka jawna;
6. Professional Partnership – spółka partnerska;
7. Sole Proprietor — osoba prowadząca działalność gospodarczą.

In addition to the above-mentioned forms of business entities, two more types can be noted that are “subsidiaries” of a parent company located in another country: a representative office of a foreign enterprise and a branch of a foreign enterprise. Organizational and legal forms of doing business are divided into two types: with personal participation (general partnership, professional partnership, etc.) and with capital participation (LLC, JSC).

Despite the wide choice of ownership forms, the predominant form when establishing a company in Poland by foreigners (about 97%) is the equivalent of a Limited Liability Company (spółka z o.o.). The main reason is that the personal liability of founders (participants) is limited to the property contributed as share capital (the minimum share capital amount is 5,000 zł).

Can You Register as a Sole Proprietor in Poland?

An EU citizen can become a participant in any form of business entity. For citizens of non-EU states (including Russia, Ukraine, Belarus, etc.), access to all forms of doing business in Poland is also open, but subject to meeting one of the following requirements:

• holding a permanent residence card ( PMŻ);
• holding an EU long-term residence permit;
• holding a temporary residence permit based on employment
• holding a temporary residence permit as a spouse of an EU long-term resident or spouse of a Polish citizen.

For the vast majority of foreigners who do not reside in Poland and have no family ties, the most convenient and balanced form of doing business in Poland in terms of rights-obligations-costs is the Polish equivalent of an LLC or spółka z ograniczoną odpowiedziałnością.

Anyone can be founders of sp. z o.o.: close relatives or complete strangers—there are no restrictions. And a director (member of the management board) can be a person who has reached 18 years of age and has no criminal record in Poland.

How to Establish a Company in Poland Online?

You can register an LLC in Poland in 2 ways:

• through a notary;
• online.

Let’s clarify immediately—notarial registration only makes sense in one case: if the founders want to create a non-standard (non-template) company charter. Also, with notarial registration, all subsequent changes and legal actions (purchase/sale of shares, change of owners/address, etc.) can only occur through a notary. In all other cases, online company registration is recommended.

Online company registration is the simplest and most convenient method. The main advantage of this method of establishing a company in Poland is the absence of the need for personal presence of the company’s founders. All procedures are performed remotely using an electronic digital signature.

The second advantage of remote registration is speed. Depending on the region, the registration period can take from 24 hours to 7 days (with notarial registration, company data may appear in the court register from 2 weeks to 2 months).

And third is cost. With online registration, unlike notarial registration, you do not incur notarial expenses (approx. 800-1000 zł), expenses for a sworn translator’s participation (if founders do not speak Polish), and actually expenses for travel and accommodation in the country during the registration process.

The only disadvantage of online registration (if this can be called a disadvantage) is that you can only choose a template charter and share capital can only be contributed in cash (the possibility of contributing property as share capital is excluded). But in 99% of cases, the template charter meets all client requirements and wishes.

For most businesspeople at the initial stage of company registration, online registration is the ideal option. After all, you can always make changes through a notary and rewrite the Charter according to today’s requirements.

Now to the general features of a Polish LLC:

• Share capital must be at least 5,000 złoty (approximately 1,250 euros). A major advantage is that you do not need to deposit this money into an account—the capital is declarative in nature. However, during inspections by government agencies, you may still be asked to show this money.
• There can be from 1 to 25 founders (in an LLC without a supervisory board). Companies with 2-5 founders are most common. If there is one founder (holding 100% of shares), they will be required to pay approximately 350 euros per month to the Polish insurance fund (ZUS). If there are two or more participants, no contribution is required.
• A company is “born” as a legal entity when its entry appears in the Polish Court Register – Krajowy Rejestr Sądowy (KRS).

There is another “transitional” state: spółka z o.o. w organizacji. LLC in organization – arises when the company’s Charter is signed by the founders. This state lasts no more than 7 days from the moment of online signing, and no more than 6 months from the moment of notarization of the signed Charter. If within these timeframes the management board of the newly created company does not submit an application to register the company with the court, the Charter is annulled. An LLC in organization has the right to conclude contracts with counterparties, file lawsuits, etc. But in practice, the application to the court requesting company registration is submitted immediately after signing-notarizing the Charter.

• After entry into the Court Register, the company is automatically assigned the following numbers: KRS (court register number), NIP (tax identification number), REGON (statistical number). While the company name chosen during registration can subsequently be changed, these three numbers do not change until the end of the company’s “life.”

What Documents Are Needed to Register a Company in Poland?

• Founders’ passports and the founders themselves, an already prepared company Charter—in case of registration through a notary when arriving in Poland.
• Power of attorney from founders for an authorized person, notarized and translated copies of passports, ready company Charter.
• Electronic digital signatures (EDS) of founders, obtained previously—for online registration.
• Activated trusted EPUAP profiles of founders, created previously—for online registration.

With online registration (using the S24 government services portal), a visit to Poland for founders may not be necessary at all, since activating an EPUAP profile can be done completely remotely—without entering Poland.

Company Name in Poland

There are few requirements for the name

• The name must be unique – you must check the desired name for availability. Although duplicates are allowed if a company with a similar name is registered in a different Voivodeship. You can check the name on the court register website – KRS.
• Special characters cannot be used in company names, such as @,#,%.&,* etc.

Otherwise, you are free in your choice.

Company Registration Address in Poland (Registered Address)

The company charter specifies the city of registration, and the trade register specifies the exact registered address of the company. Where is it best to register a company in Poland?

According to Polish law, a company can be registered in premises that allow for holding management board meetings and the possibility of meeting with clients. In practice, the place of company registration can be an ordinary apartment, a “real office,” or a “virtual” office.

• Company registration in residential premises is possible if this apartment is your property or the lease agreement does not prohibit conducting business activities and registering a company at this address.
• A “real office” involves renting office space for subsequent company registration and conducting business. There are several advantages to a real office—it is easier to register the company with the tax office to obtain a VAT number and easier to open a bank account (recently, many banks refuse to open a corporate account if the company is registered in a “virtual office”).
• A “virtual office” is a service providing an address for registration and processing incoming correspondence. Over 90% of companies use this option due to its relatively low cost compared to maintaining a real office.

Regarding the choice of registration city—there is no significant difference, since the registered address does not tie you to the place of registration and you can conduct business in any other city in Poland or even while outside the country. Large cities with high business activity will allow you to remain more “under the radar” due to the heavy workload on government agencies (if such a need exists). Smaller localities determine lower rental costs for real estate and labor.

If in the future there is a need to change the company’s address within one city—this does not require changing the charter. If the new address will be in another locality—you will need to make changes to the company charter.

Types of Company Activities in Poland (PKD) – Selecting Business Codes

Poland has a classifier of types of economic activity “PKD”

The Polish business code largely corresponds to the Ukrainian one; the main part of classes and groups is identical. When forming a company charter, it is advisable to indicate not only those types of activities that are currently relevant to your business, but also those that may become relevant in the future or somehow indirectly intersect with your activities. There are no restrictions on the number of codes in the charter. This will protect you from the need to make changes to the company charter later if you need to add any types of activities.

In the trade register itself, you specify 1 priority type of activity and 9 additional ones.

Important! If your business codes in the register differ drastically, this may raise additional questions from the bank when attempting to open a bank account.

Share Capital of a Company in Poland

First—share capital in Poland is declarative, i.e., “declared.” In other words, the share capital of a Polish company is considered formed at the moment of signing the charter. You are not actually required to deposit money into a bank account at the time of company registration. Share capital is divided into a certain number of equal and indivisible shares. Depending on the size of participants’ contributions to the share capital (number of shares), the number of their votes at the general meeting is distributed, as well as when distributing company profits.

The minimum share capital is 5,000 złoty. There is no upper limit.

In addition to share capital, to attract working capital for operational activities, you can use a term loan from a founder. This solves the issue of returning part of the invested funds to the owner without the need to accrue dividends (and pay 19% dividend tax).

How Many Founders Should a Polish Company Have?

Both an individual and another company (including companies of other jurisdictions) can act as a founder of a Polish company. An advantage of Polish jurisdiction is that there is no need to include local citizens in the composition of founders or in the company’s management board—100% of beneficiaries, as well as the company director, can be foreigners.

A foreigner who wants to become a founder must meet two criteria:

• be 18 years of age;
• have a valid passport.

In turn, for an enterprise to become a founder of a Polish company, it needs to provide the notary and registrar in Poland with the following documents translated into Polish by a sworn translator:

• charter of the founding enterprise;
• extract from the state register on the registration of the legal entity;
• notarized decision of the founding enterprise to create a company in Poland.

Can a Polish Company Have Only One Founder?

• There can be from 1 to 25 founders (in an LLC without a supervisory board). Companies with 2-5 founders are most common. If there is one founder (holding 100% of shares), they will be required to pay approximately 350 euros per month to the Polish insurance fund (ZUS). If there are two or more participants, no contribution is required.

Management Board of a Polish Company

The highest governing body of the company is the general meeting of founders. However, current and operational management is carried out by the company’s management board (zarząd spółki)—this is the equivalent of the familiar position of director. The management board is elected when forming the company charter by all founders.

• the management board can include both company founders and third parties
• The management board can be represented by one person (chairman of the management board prezes zarządu) or a group of people—members of the management board (członek zarządu). Members of the management board can perform their functions either individually or collectively.

Important! Both the chairman and members of the management board do not need to be officially employed by the company. These functions can be performed without any remuneration

First Steps After Registering a Company in Poland

Immediately after registration actions, it is necessary to perform a number of mandatory actions

• Ensure an Address for Correspondence

Since in Poland communication with government agencies and banking institutions occurs mainly through postal mail, timely response to correspondence is an extremely important element of the normal and trouble-free functioning of your business.

If your company is registered in a so-called “virtual office,” the service of receiving, processing (scanning), and forwarding documentation should typically be included in the service cost. Carefully review the contract and clarify whether this is the case. Some companies may sell these services under a separate tariff and do not include them in the basic plan.

If you are renting a real office, ensure signage and a mailbox. In modern business and office centers, this service is implemented through a receptionist.

• Enter into a Service Agreement with an Accounting Company

Sole proprietors in Poland can maintain their own accounting. In the case of a legal entity, however, accounting must be maintained either by a staff accountant or by a qualified accounting company on an outsourcing basis.

An accountant in Poland bears joint and several liability equally with the director (management board) of the company. Therefore, choosing a competent and experienced specialist is an extremely responsible matter.

• Update Information in the Beneficiaries Register CRBR

Since 2020, Poland has had an open Central Register of Beneficial Owners (CRBR). Any new company within 7 business days from the moment of entering its data in the KRS court register is required to update information about its beneficial owners UBO (shareholders who own more than 25% of shares in the company). Information in CRBR can be updated electronically using the electronic digital signature of a founder or member of the company’s management board.

Failure to comply with the requirement to enter data in the beneficiaries register – fine up to 1,000,000 złoty. In addition, without updating data in the register, you will not be able to open a bank account.

• Open a Bank Account

A painful topic for many foreign entrepreneurs who decided to start their business in Poland. And those who previously conducted business in other European jurisdictions have long faced the difficulty or impossibility of opening a corporate bank account if the owner or director of the company is a non-resident. This is all related to the constant tightening of customer verification procedures within the AML anti-money laundering and terrorism financing program. The situation is quite strange—the company is established, but banks do not want to open accounts. But one has to accept current realities and find a way out of the situation.

For Russian citizens, opening a corporate account in a Polish bank today without having a temporary or permanent residence permit is practically impossible.

For Ukrainian citizens, everything became more difficult from the moment military operations began and borders closed. The solution is remote opening of a corporate bank account in Poland.

Our company provides support to legal entities when opening bank accounts in Polish banks for both resident and non-resident companies. Our experience allows us to open accounts for LTD, LP companies (jurisdiction of the United Kingdom, Ireland, Scotland), as well as for companies registered in Estonia, Latvia, Lithuania, Bulgaria, the Czech Republic, and other countries. More details here

• Submit NIP-8, PCC-3, and VAT-R Declarations to the Tax Office

Within 14 days from the moment of company registration, it is necessary to pay the PCC tax in the amount of 0.5% of the share capital amount and submit the PCC-3 declaration.

Within 21 days from the moment of company registration, it is necessary to submit the NIP-8 declaration and register with the tax office. The declaration contains information about your registered and actual address, where the company’s accounting documents will be stored, and the corporate bank account. Typically, NIP-8 is prepared by the company’s accountant after concluding the appropriate agreement with them.

Can You Register a Company in Poland Online Independently?

If founders have an electronic signature, you are well-versed in legal nuances and know Polish at an advanced level, then figuring out how to register an LLC in Poland (spółka z o.o.) is possible independently. However, in case of the slightest error in the application, your application will be rejected.

Each subsequent attempt to submit documents to the court (KRS) will cost you about 100 euros. In addition, any error delays the company establishment process from 10 to 60 days (until the court issues a negative decision on entering the company in the court register).