How To Register A Company in Poland

Poland’s dynamic economic growth is increasingly making it a more attractive destination for international business each year. Recent statistics from the Polish Institute of Economy (Polski Instytut Ekonomiczny) reveal that over 42,000 foreigners have registered their companies in Poland.

In this practical guide, you will find all the necessary information about company registration in Poland.

Quick Facts About Company Registration in Poland

Before starting the registration process for your company in Poland, it’s crucial to grasp the essential facts:

Time required to register the company is 1 – 5 days (online) or two weeks (in person)
Minimum share capital is 5,000 zł for LLC.
Fast-track registration is available.
Online registration is available.
Tax number (NIP), statistical number (REGON), and company registration number (KRS) are assigned automatically during registration.
Basic corporate tax rate is 9% and 19% for revenues above 2 million EUR.
Shareholders bear no liability for company debts.

Different Types of Companies

Polish corporate law offers a broad range of company structures. The most popular form, especially for foreign types of investments, is:

LLC – Limited Liability Company – Spółka z ograniczoną odpowiedzialnością

Other options are:

LLP – Limited Liability Partnership – Spółka Komandytowa
JSC – Joint Stock Company – Spółka Akcyjna
PP – Professional Partnership – Spółka Partnerska
SJCS – Simple Joint Stock Company – Prosta Spółka Akcyjna
SSP – Joint Stock Partnership – Spółka Komandytowo-Akcyjna
SP – Simple Partnership – Spółka Jawna

LLC – Spółka z ograniczoną odpowiedzialnością

A Limited Liability Company (LLC), known in Poland as “Spółka z ograniczoną odpowiedzialnością” (Sp. z o.o.), is a popular business entity characterised by its flexibility and reduced owner risk. It offers legal personality and can be established by one or more partners, whether natural persons or legal entities, regardless of their citizenship or place of residence.

Liability: Shareholders’ liability is limited to their capital contributions, protecting personal assets.
Capital: A minimum of 5,000 zł is required as share capital.
Management: Directors have no residency requirement, allowing international management.
Registration: LLCs must register with the National Court Register (KRS) and comply with documentation requirements, including articles of association and details of shareholders and directors.
Taxation: Subject to a corporate tax rate of 19%, with a reduced 9% rate on the first PLN 2 million revenue for small businesses.
Financial Reporting: Proper accounting records and annual financial statements are mandatory, with audits required for larger companies.
Strategic Benefits: An LLC enhances business credibility and facilitates market entry in Poland, suitable for new ventures and foreign expansion.

Steps to Register A Company in Poland

1. Choose the Company Name

One of the initial and critical steps when starting a company in Poland is to select a company name and ensure it is not already in use. Check the availability of the name within the National Court Register (Krajowy Rejestr Sądowy, KRS), which is the central register for all legal entities operating in Poland, including business and non-business entities.

2. Choose the Company’s Legal Form

For many domestic and foreign entrepreneurs, a Limited Liability Company (LLC) is a popular choice due to its flexibility and limited liability for its shareholders. The required minimum share capital for an LLC is 5,000 zł, making it accessible for small to medium-sized enterprises.

3. Draft and Notarise the Articles of Association

The articles of association are foundational documents critical to the registration and legal functioning of a Limited Liability Company (LLC) in Poland.

Articles of Association content requirements:

Business name and registered office.
Object of company’s activity.
Share capital.
Shareholder rights.
Shareholder details.
Company duration.

Considering the significance of this document, we recommend you seek assistance from a legal expert and have the document notarised.[JDL1]

Online Submission:

Alternatively, you can submit your registration online. The Ministry of Justice offers an online platform where most of the registration process can be handled.

4. Appoint Corporate Bodies

Appointing the corporate bodies is an important step in establishing the governance structure for a limited liability company (LLC) in Poland. The main bodies involved are the Management Board and, depending on the size and needs of the company, the Supervisory Board.

5. Obtain a Legal Address

Securing a registered office address in Poland is mandatory for registering any business, including a Limited Liability Company (LLC).

Physical Address: You can choose a physical location within Poland as your registered office. This could be a leased or owned property where the company’s primary business activities are conducted.

Virtual Address: A virtual office is an excellent alternative for entrepreneurs who do not require physical space or are looking to minimise overhead costs.

6. Register with the National Court Register (KRS)

Registering) with the National Court Register (KRS) in Poland is crucial in legitimising your business and enabling it to operate legally.

Documentation required:

Information about the shareholders and their contributions.
Details of the company directors and other officers.
Proof of the share capital deposit from the bank.
Any required permits or licences specific to your business sector.

Application Form: Complete the application form for registration in the Register of Entrepreneurs, part of the KRS.

Legal Review: Once submitted, the court will review the documents and application. If all documents are in order and the legal requirements are met, the KRS will register the company.

7. Open a Bank Account and Deposit Share Capital

Establishing a corporate bank account and depositing the required minimum share capital is a fundamental step in the company registration process.

Documentation required:

Personal identification (passport or ID card).
Proof of company registration (or registration application).
Company’s articles of association.

Minimum Share Capital Requirement: 5,000 zł

8. KRS Number

Upon successful registration, your company will be assigned a KRS number, a unique identifier used in all official and legal transactions within Poland.

9. Obtain REGON and NIP Numbers

Once your Limited Liability Company (LLC) is successfully registered with the National Court Register (KRS) in Poland, it will automatically be assigned two crucial identifiers:

1. REGON Number: The REGON (Rejestr Gospodarki Narodowej) number is a statistical number used to identify your business in official registers.

2. NIP Number: The NIP (Numer Identyfikacji Podatkowej) is the Tax Identification Number. This number is vital for all tax-related matters, including VAT filings, income tax submissions, and other tax obligations in Poland.

10. Register for VAT (if applicable)

If your company engages in taxable activities in Poland, you must register for Value-Added Tax (VAT).

Mandatory Registration: Required if sales exceed specific thresholds.

Voluntary Registration: Optional for businesses below the threshold, beneficial for reclaiming VAT on expenses.

11. Register with the Social Insurance Institution (ZUS)

For businesses in Poland employing staff, registration with the Social Insurance Institution (ZUS) is a mandatory step. ZUS administers social security benefits, including pensions, disability, sickness, and accident insurance.

Why Set Up A Company in Poland?

Strategic Location: Poland’s central position in Europe makes it an ideal logistics hub for trade throughout the continent, facilitating easy access to other European Union markets.
Growing Economy: Poland boasts one of the fastest-growing economies in the EU. It is characterised by a stable economic environment and continuous growth, offering a fertile ground for business opportunities.
Skilled Workforce: The country offers access to a highly educated and skilled workforce at competitive labour costs, particularly in areas like IT, engineering, and finance.
Incentives for Investors: Poland provides various business incentives, including tax reliefs, EU funding opportunities, and special economic zones designed to attract foreign investment.
Robust Infrastructure: With significant investments in infrastructure, Poland offers modern transportation and telecommunications networks.
Dynamic Local Market: The local market is large and dynamic, with over 38 million consumers offering a significant customer base for various products and services.
EU Membership: Poland is a member of the European Union, and companies in Poland benefit from EU market privileges, including the free movement of goods, services, capital, and labour.

These advantages make Poland not just a viable but an attractive option for establishing a company, whether you’re looking to tap into local market potentials or seeking a base for broader European operations.

Legal & Tax Considerations

These considerations are integral to establishing and running a compliant and efficient business in Poland:

Corporate Legal Structure: Choose the appropriate legal structure for your business (e.g., LLC, Joint Stock Company), as this decision impacts liability, tax obligations, and administrative requirements.
Corporate Taxation: Poland offers a corporate income tax rate of 19%, with a reduced rate of 9% for small businesses on their first PLN 2 million revenue.
VAT Registration: Companies involved in taxable supplies must register for VAT. The standard VAT rate in Poland is 23%, with reduced rates of 8% and 5% for certain goods and services.
Employment Law: Familiarise yourself with Polish employment laws, including contracts, minimum wage requirements, working conditions, and termination procedures, to ensure fair practices and avoid legal disputes.
Intellectual Property Protection: Ensure registration of trademarks, patents, and designs as necessary under local and EU regulations.
Data Protection Regulation: Comply with the General Data Protection Regulation (GDPR) as Poland is an EU member state, requiring strict adherence to data privacy and security standards.
Double Taxation Treaties: Poland has double taxation treaties with many countries, which could reduce tax burdens for foreign investors and prevent double taxation of income obtained both in Poland and abroad.
Special Economic Zones (SEZ): Utilise benefits in Special Economic Zones, including tax incentives, property tax exemptions, and government grants for qualifying activities.
Customs and Trade Regulations: Being part of the EU, companies in Poland must adhere to EU trade regulations and customs duties. Understanding these rules is crucial for businesses involved in import-export activities.

FAQs About Poland Company Formation

What is the most common type of company formed by foreign investors in Poland?

The most common type of company formed by foreign investors in Poland is the Limited Liability Company (Spółka z ograniczoną odpowiedzialnością, or Sp. z o.o.).

Can a foreigner be a director or shareholder in a Polish company?

Yes, a foreigner can be both a director and a shareholder in a Polish company.

How long does it take to register a company in Poland?

Registering a company in Poland can typically take between 1 to 5 days (via online registration) or two weeks (via Notary) once all the necessary documents have been submitted and are in order

Is a local office required to register a company in Poland?

Yes, to register a company in Poland, you must have a registered office address within the country.

What are the corporate tax rates in Poland?

In Poland, the corporate tax rate is 19% for all companies, regardless of size or revenue. However, a reduced tax rate of 9% is available for small businesses on their first PLN 2 million of revenue.

Do I need to visit Poland to register my company?

No, you do not necessarily need to visit Poland in person to register your company. The registration process can be completed remotely.

Can a Polish company be registered online?

Yes, a Polish company can be registered online through the electronic system provided by the Ministry of Justice.

What minimum share capital is required for a Limited Liability Company (Sp. z o.o.) in Poland?

The minimum share capital required is 5,000zł.

Are there any incentives for foreign investors in Poland?

Certainly! Foreign investors in Poland can benefit from incentives such as tax exemptions in Special Economic Zones, investment grants, and access to EU funding. There are also tax incentives for research and development, accelerated depreciation, and support from government agencies to navigate regulatory requirements and find suitable opportunities.

Partner with J. Dauman & Co for Advice on Setting Up Shop in Poland

Embarking on setting up your company in Poland? Trust J. Dauman & Co for expert guidance. As part of the J. Dauman Group, with physical offices in key Polish cities like Warsaw and Krakow, we offer firsthand experience and a local market presence.

Need help navigating the complexities of company formation. Partner with J. Dauman & Co and let us guide you towards success in Poland. Visit our homepage to learn more about our services and how we can assist you.