Company formation and registration in Poland
CAN A FOREIGNER OPEN A COMPANY IN POLAND?
Foreigners can registrate company in Poland. You do not have to be citizien or resident of Poland.
COMPANY REGISTRATION IN POLAND – HOW TO START?
The first step of incorporation company in Poland is to choose a legal form. The most popular form of a company in Poland is a limited liability company – LLC (spółka z ograniczoną odpowiedzialnością). Why is it the most popular form of registration company in Poland? Because limited liability company is easy to registrate and operate. A limited liability company may be incorporated by only one person and a minimum sharecapital is not so high (5.000 PLN).
WAYS OF COMPANY FORMATION IN POLAND
The registration of a company in Poland can now take place both in the traditional way and through the IT system – S24. Setting up a business in Poland in the traditional way, after choosing the right legal form for the client’s activity, starts with the preparation of various types of documents, first and foremost the company’s agreement, which must be created for everyone in an individual manner and taking into account specific needs, goals, situation and relations between shareholders. Opening the company in most cases requires a visit to a notary public to sign an article of association. If the shareholders do not speak Polish, a sworn translator is required. Other activities such as registration of the company in the Register of Entrepreneurs remain the responsibility of the office.
COMPANY REGISTRATION IN POLAND VIA INTERNET
The Polish legal system enables the establishment of a company through a teleinformation system. It is currently the fastest way to open a business in Poland. However, it is necessary to have a trusted ePUAP profile, which may be opened by holders of the Polish PESEL number. Establishing a company in this way can take place entirely through remote contact with the client, without the need to visit the office or the notary. After selecting the appropriate legal form, it remains to prepare relevant documents and send an application to the appropriate Registry Court.
KEY FEATURES OF POLISH LLC
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Shareholders |
Natural or legal person |
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Sharecapital |
Min. 5,000 PLN (shares can be covered by cash or non-cash contributions) |
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Assets |
The company has its own assets separate from that of its partners. |
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Liability |
The company itself is responsible for its debts. |
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Social security |
None with at least two partners |
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Corporate tax rates (CIT) |
0% – for profit retention 9% – small taxpayers with income up to 2 mln EUR 19% – medium and large taxpayers |
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Management board |
Only legal persons |
STEPS OF LIMITED LIABILITY COMPANY FORMATION, INCORPORATION AND REGISTRATION IN POLAND
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Articles of association
The first step is to construct and sign the articles of association. It is a company’s contract that defines its most important features and principles of operation. On this stage of incorporation LLC company in Poland you choose specific information about future company – key features (e.g. name, directors, shareholders, address, representation rule, share capital).
The articles of association is signed by all the shareholders in front of polish notary because the contract of polish LLC shall be prepared in a form of a notarial deed. Shareholders sign the articles of association in person or through an attorney.
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Share capital of Polish company
Minimum share capital in a Polish limited liability company is PLN 5,000. To register a company in Poland, the management board must submit a declaration that the capital has been paid up. It should be paid to the board of directors or bank account. In practice, however, bank accounts for the company are set up after its registration.
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Appoint a management board
Formation of a Polish limited liability company requires that the management board be composed of natural persons. One such person is enough and does not have to be a Polish citizen. A foreigner may be the president of the management board of a Polish company.
The first management board may be appointed in the articles of association or by a separate resolution of the shareholders.
The incorporation of a company in Poland requires the appointment of a management board. This authority is mandatory and a limited liability company without it will not be registered.
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Corporate documents registration application to the Company Register in Poland
The Fourth step is preparation of necessary corporate documents and signing them. Last step is to file and complete a registration application and send it to National Court Register.
The application is sent via a special internet system. It is signed with an electronic signature – a qualified or so-called trusted profile, which can be obtained by the holder of the PESEL number. The application can also be signed by powers of attorney. Our legal advisers may also sign a registration application on your behalf based on a power of attorney.
Our law firm can coordinate all the process of registration company in Poland and prepare all the documents.
KEY INCORPORATION AND REGISTRATION FACTS OF POLISH LLC
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Name |
Any, it does not need to be officially checked before registration. |
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Headquarters and adress |
Any place in poland. Full address is obligatory. A virtual office is acceptable. |
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Shareholder’s or director’s documents |
Id or passport |
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Company representation – |
Eg the President of the Board independently; two members of the Board together, etc. |
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Composition of the Management Board |
Names, surname and who will it perform (ie president of the board, vice-president, member of the board) |
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Object of the company |
You have to specify the PKD codes – according to the Polish Classification of Activities) and indicate the prevailing PKD number – this is the main subject of the activity. |
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Registration time |
Online option – 3 – 5 days Notary option – 1-3 months |
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Registration methods |
At the notary, or online |
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Registration tax |
0,5 % on injected capital |
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Electronic signature |
Obligatory for each Director of Polish company |
