Company Incorporation and Registration in Poland

When registering a company, clients can choose between two methods: traditional registration or electronic registration through the KRS S24 system.

Traditional registration offers significant flexibility in shaping the company agreement. In contrast, electronic registration limits options to those provided by a predefined form. This means that significant changes cannot be made to the template agreement, which may be a significant drawback for some companies.

Of course, online registration is faster and more cost-effective. However, many individuals still opt for traditional company registration with a notary.

Why? Primarily because it allows for the incorporation of favorable provisions in the company agreement. Traditional registration is a way to secure the future and prevent potential business operations issues.

The stages of company registration in Poland, step by step:

Before initiating the company registration, you must specify the structure of your business.

Popular choices in Poland include sole proprietorship and various types of partnerships (e.g., civil, capital – especially limited liability companies). The text later elaborates on the differences between these legal forms.

Need assistance in decision-making? Fill out the form outlining your business structure, and experts will help you choose the optimal legal form, informing you about all requirements and regulations related to the selected type of company.

Entrepreneurs in Poland have considerable freedom in choosing a company name. However, specific designations must be applied in the case of certain company types. For example, the name of a limited liability company must be preceded by the abbreviation “sp. z o.o.”

• Crafting a company name is a marketing-oriented decision, aiming for positive associations, brevity, and memorability.

Once you find the ideal name, it must be registered in the National Court Register.

Directors and shareholders typically need to provide basic Know Your Customer (KYC) documents. These include director names, addresses, certified passport or ID copies, bank reference letters, and resumes for internal due diligence checks.

Company incorporation also requires having an address in Poland, which will be used for corporate and official records, and for managing company correspondence. The following addresses must be provided during company registration:

• place of business
• address for delivery
• place of storage of accounting documents

All of them may, but do not have to be identical. In this case you have complete freedom.

Determining the appropriate Polish Classification of Activities (PKD) codes, indicating the business area for statistical purposes, is also necessary.

Entrusting an experienced law firm with the preparation of the statute and company agreement ensures that these documents contain crucial information about the company, such as the amount of share capital, types of shares, details about the company and directors, and other specifics regarding the business.

By following these steps and ensuring all required documents are in order, the company incorporation process in Poland can proceed smoothly.

All documentation must be translated into Polish, and in the above matters, you can rely on the support of our law firm.

The next step is to submit an application for registration in the National Court Register (KRS). For company registration, our lawyers will send you the founding act, the company agreement, the company’s statute, and the rest of the documentation. We will translate them into English to provide you with easy access. Depending on the chosen form of business, we will also assist you in obtaining the required licenses and permits.

During company incorporation, a personal or corporate bank account must be reported. Therefore, you need to open a corporate account in Poland. In most cases, everything can be done remotely through a representative.

After registration, you will automatically receive a NIP (Tax Identification Number) and REGON. Subsequently, supplementary data must be submitted to the Tax Office. You can also register for VAT.

Other essential tasks include:

• Registration with the Social Insurance Institution (ZUS).
• Notifying about any employees.
• Preparing financial reports and tax returns.
• Entries into other registers.
• Obtaining permits for specific activities.

At the end of company registration, it is essential to fulfill tax and financial reporting obligations. Our law firm provides necessary accounting and tax services, ensuring that the company operates legally and in compliance with regulatory obligations.

In Poland, there are various forms of conducting business, differing in terms of tax obligations, personal liability, privacy policies, compliance requirements, ownership, and management issues.

Therefore, it is crucial to choose a form closely tailored to the needs of the business before company incorporation. Considerations should include the market, scope of operations, and other factors to select the most optimal business structure.

Sole Trader

Approximately 79.7% of businesses in Poland in 2022 are estimated to be individual entrepreneurs. A sole proprietorship is the simplest, most basic form of business, particularly popular among small business owners and freelancers.

In this arrangement, one person is responsible for all aspects of the business. There are no capital requirements or the need to prepare agreements or statutes during company registration. Registration in the Central Register and Information on Economic Activity (CEiDG) is the only requirement.

Full financial reporting is not required for sole proprietorships if the company’s net revenues are at most 2 million euros.

Only foreigners with a temporary residence permit can engage in this form of business.

Partnerships

Partnerships include general partnerships, limited partnerships, partnerships, and limited partnerships with shares. This type of partnership is based on mutual trust and cooperation among partners.

Partnerships are organizational units without legal personality but possess legal capacity. They do not provide protection against liability, making them a common choice for family businesses or investors seeking easy management and company registration.

Complete financial reporting is required only when net revenues exceed 2 million euros or in the case of a limited partnership.

Limited Liability Company (Spółka z Ograniczoną Odpowiedzialnością – Sp. z o.o.)

The most popular type of company in Poland is the limited liability company. It has a separate legal personality, limiting the liability of partners to the extent of their capital contribution.

Sp. z o.o. allows for easy company incorporation, with a minimum required share capital of only 5,000 PLN (much less than a joint-stock company, where the minimum is 100,000 PLN).

It can be a sole proprietorship, contrary to the usual requirement of at least 2 partners. Additionally, this form does not obligate the payment of Social Insurance Institution (ZUS) contributions (except for a sole-shareholder limited liability company).

Other strengths include easy partner changes, the option to sell only a portion of one’s shares, the ability to benefit from a 9% tax rate and Estonian CIT, any business purpose, and significant advantages when selling the company.

The downside includes the inability to freely transfer ownership of shares and the fact that the company cannot be listed on the stock exchange.

For foreigners, company incorporation in this form requires a minimum of one shareholder and director of any nationality, a registered office in Poland, and a capital of 5,000 PLN. Additionally, such companies must fulfill certain accounting and reporting obligations regardless of their size.

Joint-Stock Company (Spółka Akcyjna – S.A.)

A joint-stock company can be private or public, depending on whether it wants to be listed on the stock exchange. It is a solution chosen most often by large enterprises and companies in the financial services sector. Like a limited liability company, it limits the liability of shareholders and directors and has a separate legal personality. However, a joint-stock company is obligated to comply with strict management requirements.

For foreigners, it requires a minimum of one shareholder and director of any nationality, a registered office in Poland, and a minimum share capital of 100,000 PLN, of which 25% must be paid. A joint-stock company is obliged to meet full financial reporting requirements and, unlike a limited liability company, must appoint an auditor and a supervisory board.

Branch

In addition to company registration in Poland, foreigners have an interesting alternative. Instead of establishing a separate subsidiary, any foreign company can choose to create a branch.

This solution is significantly cheaper to implement, and branches have no minimum capital requirements. All financial and tax reports are prepared along with the parent company’s accounts. The only requirement is appointing a representative in Poland.

However, there is a compromise. Branches are perceived as a legal extension of the dominant company. As a result, the parent company is fully responsible for any debts incurred by the branch.

RPMS Law Firm has specialized in serving entrepreneurs since its inception. Our lawyers have been involved in numerous processes of organizing companies and establishing foreign branches. We have provided services for years, especially to clients in the financial, IT, modern technology, commercial, and production service industries.

With our assistance, you can make good, long-term decisions and fully utilize the potential of your business.

RPMS services include:

• consulting at every stage of company incorporation and registration, as well as establishment of branches and representative offices,
• comprehensive service regardless of which country you live in – we will complete everything remotely,
• acting according to our own developed procedures, thanks to which we will efficiently guide you through the process of company registration,
• preparation of draft articles of association and articles of association of companies, legal opinions, services for company bodies and ongoing corporate services,
• preparation of due diligence analyses.

Do you have questions? Fill out the form and get expert legal advice.

The costs of incorporating a company are comparable to those of establishing companies in other Central European countries. Consider registration fees, accounting, company setup service costs, and minimum share capital.

In a joint-stock company, the minimum capital requirement is 100,000 PLN, and for a limited liability company, it is 5,000 PLN. The registration fee for entry into the National Court Register is around 600 PLN.

How long does it take to set up a company in Poland?

In online company incorporation, it takes 1-5 days, while in the traditional mode (at a notary), it takes 2-12 weeks.

How to open a company in Poland?

Choose a form of doing business, prepare the required documents, and submit them to a notary or through the S24 system. Subsequent steps include signing the company’s statute and submitting the registration application to the National Court Register.