Accounting

Company incorporation in Poland

Accounting


Company incorporation in Poland

Company in Poland — how to start ?

First step in the process of incorporating a company in Poland — you need to choose a legal from of your future Polish Company. The selection is not difficult, as there an uncontested leader amongst investors choice — the LLC  (Limited Liability Company). Approximately 94 % of foreign investments in Poland are carried out in the form of LLC.

Second step — you need to decide on key features of your new company (name, share capital, representation rules, etc.). You may use our online company incorporation form. If any legal advise is required at this stage you may request consultation from our incorporation lawyers. 

Third step — you would need to gather all necessary documents. Selection of documents required for company formation depends whether you want to: 

  • invest directly (and become the shareholder of Polish Company in person) or
  • invest indirectly, i.e. register a subsidiary in Poland (and become shareholder of Polish Company through your foreign company).

Compete list of required documents shall be determined with incorporation attorney. 

Fourth step — you will also need to decide whether to visit Poland to complete the company incorporation process or run the process remotely and entrust the company formation assignment to corporate Law Firm. 

Why shall I register company Poland ?

Polish Law provides variety of incentives for every investor who registers company in Poland. Incentives may be divided by different categories. However, tax incentives are usually most interesting for the foreign investors:

  • Low corporate taxation (CIT) at 9 % (for profit up to 2 mln EUR) and since 2022 - 0 % of tax for profit retention (Estonian CIT),
  • 5 % of tax for income derived from IP rights in Innovation Box scheme,
  • Reseach and Development (R&D) tax relief allowing to increased deduction of eligible costs from tax base,
  • investment in Special Economic Zones (SEZ) which provides corporate income tax exemption and property tax exemption.

In addition investors may benefit from features of Polish market:

  • Number six biggest economy in European Union,
  • Steadily growing GDP (on average 3,6 % in period of 2009-2019),
  • Number five biggest consumer market in EU (38 mln Poles),
  • Massive HR market, i.e. population in working age (approx. 25 mln Poles),
  • Low unemployment rate at level of 3,2 % in 2020,
  • Well developed educational system consisting of approx. 450 Universities and in total 1,3 mln of students,
  • Location in Central Europe by EU boarder with well developed chain of motorways, 14 civil airports and 3rd biggest rail network in EU.

Which form of Polish Company shall I choose ?

Foreigners usually choose Polish corporate companies (as LLC and JSC), rather then Polish partnerships. This is mainly to due to the fact that Polish corporate companies provide feature of liability limitation (of shareholders or stockholders), while in partnerships the liability is unlimited.  As mentioned above LLC are usually preferred forms of investment in Poland, nevertheless particular features of your project (e.g. regulatory reasons) may lead to different choices. For this reasons below we are presenting different types of Polish companies so that yo may explore you options and take informed decisions about registration of your company in Poland.

Polish Corporate Companies

  1. Polish Limited Liability Company (Sp. z .o.o)
  2. Polish Joint-stock Company (S.A)

Polish Partnerships:

  1. Polish Business Partnership (S.c.)
  2. Polish Registered Partnership (Sp.j.)

What documents do I need to incorporate company in Poland ?

Scope of the documents may vary depending on company type and particular circumstances. However in order to incorporate company in Poland you will usually need:

  • If you are private individual: 
    • ID or passport
  • If you represent a foreign company intending to register subsidiary in Poland
    • excerpt from your local company registry with Apostille
    • ID or passport

If you want to register company remotely, without visiting Poland, you may request our lawyers to represent you in the company formation process upon power of attorney. For that we will also need notarial power of attorney granted in your country of residence. Our Law Firm you provide you with ready made template of power of attorney for execution. Such power of attorney will be to be Apostilled or legalized.

 

Contact our company incorporation lawyers

Please address your enquiries to: info@dudkowiak.com, we will do our best to answer to you e-mail within 24 hours. 


Tomasz Kopeć

Lawyer

Tomasz Kopeć

Barrister, Senior Partner

Tomasz Kopeć
Michał Dudkowiak

Lawyer

Michał Dudkowiak

Barrister, Managing Partner

Michał Dudkowiak