Establish a Private Company in Poland: Polish Sp. Z.o.o Company

Sp. z.o.o is the most widely legally recognized entity within Poland. Let’s understand how to establish a private company in Poland with a complete guide from registration to other documentations as well.

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    private company in poland

    Establish a Private Company in Poland: Sp. Z.o.o

    The Polish LLC, which is a limited liability entity, abbreviated Sp. z.o.o is the most widely legally recognized entity within Poland.

    It is suitable for medium and large businesses and is popular with investors due to it is the case that the founders are only accountable for the amount of capital invested. 

    It is recommended for investors who want to invest in a company with a smaller amount of shareholders. This is also recommended to investors who are company shareholders who wish to supervise closely the company’s operations.

    Characteristics of Polish Sp. z.o.o Company

    A Polish Limited Liability Company is a kind of company that is a legal identity and is incorporated by several individuals or legal entities. The minimum capital for shares required to form a Polish Sp. Z.o.o is 5,000PLN, or more than 2 000 EUR and a total value that is less than fifty PNL (less than) 12 EUR.

    The share capital is split into shares that may be equal or different in value. The amount required must have been paid completely prior to when the LLC is approved by the National Court Register. 

    The shareholders are able to raise the capital of an SP. z.o.o by a specific amendment to the Articles of Association. The rights of shareholders include the ability to vote as well as the ability to be paid dividends & the right to receive a portion of the company’s assets in the event of liquidation of the company. 

    Shareholders are entitled to organize their meetings at the location in which the registered office is situated or in a different place if it is specified by the Articles of Association.

    Type of Various Business forms in Poland

    various business forms in poland
    • A private company with limited responsibility (SP Z o.o. ) An analogy to English LTD.
    • public company that has restricted liability (SA) is an analogue of the American LLC.
    • The legal framework of Poland Law for Business Activity (1999);
    • Legal Act on Commercial Companies (2000).

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      Registration of Private Company - Limited Liability (SP Z O.O) in Poland.

      • Capital minimum authorized equals PLN 5 000. In addition, all of the amount stated must be paid at the time of registration.
      • SP z.o.o. is able to have only one founder, if he is an actual person with at minimum two shareholders if the shareholders have corporate status.
      • A Secretary of the business is not required.
      • The company can issue preferred and registered shares;
      • The shareholders’ meetings (directors) must be held each year;
      • SP z.o.o. company in Poland must submit audited financial statements within 3 months after the conclusion of the following financial year;
      • Information about beneficial owners could be made public by the ruling of the court that oversees the registries
      • A name for the business in Poland must be prepared in Polish.

      Registration of Public Company Using Limited Liability (SA) in Poland

      • Minimum authorized capital is PLN 100,000. 25% of the capital is due at the date of registration.
      • SA-owned company in Poland offers shares for public sale
      • At the very least, one shareholder is needed to participate in the SA operation.
      • Directors are not required to be residents in Poland. In the Republic of Poland, while corporate directors are not permitted;
      • The company will employ a secretary who lives in Poland.

      Sp. z o.o. as well as S.A. companies in Poland with foreign capital may be called a Joint Venture. The activities of Joint Ventures are governed under the Commercial Code, as well as the Law “On Companies that have foreign participation” in 1991. The amendments were announced in 1996 and applied to foreign as well as Polish capital.

      A company located in Poland that has foreign capital in the prevailing position is required to obtain permission to carry out business in these areas:

      • Management of airports or seaports
      • Real estate-related actions;
      • Military industry;
      • Wholesale trade in consumer goods from foreign producers (only the construction material, along with raw materials, and other semi-processed substances that are utilized for manufacturing, as well as vehicles, aren’t considered to be consumer goods for consumers in Poland);
      • offering legal services.
      • Bookkeeping in Poland

      The company operating in Poland will submit its annual reports within three months following the conclusion of the year in which it was reported. The reports must undergo an audit by an official.

      Taxes in Poland

      It is worth noting that in the past years, the tax system of Poland has drastically changed. The reason for this is to provide more flexibility in the tax system and to bring it into the tax system of the other countries of the European Union. A company’s registration in Poland allows for paying:

      • Taxes on any earnings (regardless of the place from which the profits were made)
      • Corporate tax rate of 19 percent.

      Be aware that all transactions with currency in Poland are subject to the strict examination of the governing bodies to safeguard the currency of the country.

      More than 80 agreements regarding the avoidance of double taxes have been signed-in Poland.

      In Poland, there are more than 10 free economic zones, in which businesses have the option of claiming a complete exemption from tax payments. The exemption is granted for up to five years.

      The Benefits from sp.z.o.o firm in Poland

      • Costs of starting –In this sense, there is a perception that company registration is expensive. 
      • A possibility for Internet registration –It is also possible of registering your company online, using the S24 model. 
      • Minimum share capital –The minimum capitalization of shares for an organization is PLN 5,000
      • Restriction of Liabilities –The entrepreneur is accountable for the liabilities of the business solely through its assets.
      • There is the possibility of setting up sole ownership
      • The absence of ZUS contribution in a scenario with multiple partners
      • Also, a non-native can create it
      • Flexibility and development ease

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        Conclusion

        Presently, Poland is a state with a stable, stable, and stable system of government and a constantly expanding its economics. Poland is focusing on building an open and free market, as well as the active fostering of private enterprise.

        These factors, like the reliability and stability of the economic system, can help entrepreneurs take the choice of the registration of a business in Poland.

        If you still have any queries related to the establishment of a private company in Poland, we are ODINT Consultancy, here to help you out in each & every step of yours.

        FAQ’s

        A Polish limited liability company abbreviated as Sp. z.o.o is the most frequently utilized legally recognized entity within Poland.

        It costs 600 PPL to cover the costs associated with registering the business in court.

        Sure, people from outside the country can manage an enterprise in Poland however, not all is.

        A director, as well as one shareholder, is required to establish the company. It is a particular requirement that the company be owned by. z.o.o. has an office registered in Poland

        To manage an enterprise without registration, you require a current account.

        Poland was given the reputation of being suitable for business. Poland has a higher rank than most nations as well as being the CEE region’s top performer.

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