Accounting

Company incorporation in Poland

Accounting


Company Incorporation 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 company registration 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.)
  3. Polish Limited Partnership (Sp.k.)

 

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.

 

Company formation, incorporation and registration

Above listed terms: company formation, incorporation and registration looks similar. In everyday language they are all associated with one event - i.e. company establishment. In legal terminology they have slightly different meanings:

  • company formation is informal term describing entire process of company establishment,
  • company incorporation is associated with execution of the Articles of Association or the Statute - which in practice creates existence of the company,
  • company registration is associated with the process of registration in KRS (Company House).

 

Company incorporation – stages of registration

Creation and registration of the company in Poland may seem like complicated process as it consists of a series of corporate actions which need to be carried out in order for Polish company to be finally registered Polish Company Register  - The National Court Register (KRS).

The necessary steps to form and register the company in Poland might be divided into certain stages. However, we would like to underline that these stages relate to the traditional way of registering the company. Recently, companies in Poland can be also registered online and this procedure significantly different to what we are presenting below.

Step 1 - Sign articles of association of Polish company

The first stage of forming the company is the execution of the articles of association or signing the instrument of incorporation in case of single-shareholder company .

The articles of association or the instrument of incorporation of the company shall be prepared in a form of a notarial deed; a visit to the notary's office is therefore necessary.

Step 2 - Deposit share capital of Polish company 

The second stage is making contributions to towards the share capital of Polish company (or a potential surplus above the nominal value of shares if stipulated in the articles of association).

A contribution most commonly involve depositing an appropriate sum of money into the company's bank account. However depending on the agreement of the shareholders, it may also involve transferring real property rights onto the company (for example, land on which the residential building shall be constructed) or a movable property (for example a delivery vehicle).

Step 3 - Appoint a management board in Poland

The third stage of creating Polish company is the appointment of the management board. This can be accomplished in two ways:

  1. by way of resolution at the general shareholders' meeting (or the decision of a single-shareholder) - this will require the general shareholders' meeting to be convened, the minutes from the general shareholders meeting are not required to be drawn up in a form of a notarial deed, a regular written form is sufficient.
  2. by way of decision of individual shareholders if the articles of association grant such a right to the individual    shareholders (preferred rights).

Step 4 - File a registration application to the Company Register in Poland

The forth stage is an entry of the company into the National Court Register (KRS) - i.e. Company Register. This step is accomplished by filing an application to enter the company into the Registry Court of NCR along with all required attachments.

Step 5 - Obtain other permits in Poland

The fifth step connected with the formation of a company is its entry into other registers, obtaining identification numbers (for example NIP and REGON) or obtaining permits to conduct specific activity or to engage in specific activities.

 

Contact our company incorporation lawyers

Company registration inquiries enquiries shall be addressed to: info@dudkowiak.com, we will do our best to answer to you e-mail within 24 hours.

 

FAQ - company registration in Poland

Can foreigner register company in Poland?

Yes, there are no restrictions as to registration limited liability companies in Poland.

How much time I need to register company in Poland?

You have two options of registration – online that would take 1-5 days, and regular with notary involved that would take 2-12 weeks.

What are the company registration fees in Poland?

Official fees are off 600 zł. However you may also need to incur some additional expenses, in particular for sworn translations and lawyers consultancy.

What is KRS number?

KRS number is number that every Polish company obtains in the process of registration. It is individual company registration number.

What is KRS register?

KRS register is company register of Poland where all the companies are listed. The register is available online and its data may be reviewed free of charge.

What is NIP number?

NIP number is simply a tax number in Poland. The tax number is also equal to VAT number.

What are corporate taxes in Poland?

Your Polish company will need to pay 9 % of corporate income tax for the profits up to 2 mln EUR, and above 19 %. You may also benefit from 0 % of “Estonian CIT” for profit retention.

How to open company in Poland?

  1. Choose a legal from
  2. Gather required documents
  3. Visit Notary or register account in S24 system
  4. Sign the Articles of Association
  5. Will a registration motion to KRS (Polish Company Register)

Do I need to reserve a name for company registration in Poland?

No, in Poland there is no option of name reservation. You select in the Articles of Association and register it in KRS.

Can I register single shareholder company in Poland?

Yes, you may, however there is a restriction that single shareholder company cannot incorporate another single shareholder company in Poland.

Can a foreigner be a Director in Polish Company?

Yes, nationality or residence is irrelevant here. Any mature person may act as a Director in Polish company on condition that s/he has a clean criminal record.

Can I register the company in Poland remotely without visiting Poland?

Yes, you will just need to grant a power of attorney to an attorney, who will register the company for you.

What is the most popular legal form of company in Poland?

It is definitely LLC - limited liability company - in Polish sp. z o.o. Over 94 % of newly registered companies are LLCs.

What is the minimum share capital in Polish Limited Liability Company?

It is 5.000 PLN and it shall be covered prior to registration (in regular mode registration) or within 7 days from the moment of registration in KRS (in case of online incorporation).

What is the Polish name of limited liability company ?

In Poland we call it "spółka z ograniczoną odpowiedzialnością" and we abbreviate it to sp. z o.o.

Can I get a visa through company registration in Poland?

Company registration is just one of the conditions that will need to be met. You will have to prepare realistic business plan for your company and meet some additional conditions.

Do I need accounting services for my company in Poland ?

Theoretically - no, but practically - definitely yes. There are lots of ongoing reporting obligations that need to be met every month.  You will not be able to meet them yourself without having proper qualifications.


Tomasz Kopeć

Lawyer

Tomasz Kopeć

Barrister, Senior Partner

Tomasz Kopeć
Michał Dudkowiak

Lawyer

Michał Dudkowiak

Barrister, Managing Partner

Michał Dudkowiak