Overview: Setting up a Company in Poland
Are you an investor who is looking to set up a new business or grow your existing firm in the growing European markets? Are you looking for the ideal location to set up your firm? If yes, then one of the best locations to grow your firm or set up a new business is in Poland. As the fifth largest member of the European Union, Poland company formation presents business owners with numerous benefits such as the nation has one of the lowest tax rates in the European Union, having Special Economic Zones and having excellent infrastructural facilities.
In addition to that, there are various profitable sectors for setting up a business in Poland such as agriculture, manufacturing, minerals and so on.
If you are looking to enter the Polish economy to set up your business, then this article will cover the complete steps to incorporate a company in Poland. Additionally, it will provide information on the eligibility criteria, necessary documentation, and the benefits of registering a company in Poland.
Eligibility Criteria for Company Registration in Poland
Before you register a company in Poland, it is important to understand the eligibility criteria and requirements set by the Polish authorities.
Here are the eligibility criteria to register a company in Poland:
- Business Structure: In order to register a company in Poland, one of the most crucial requirements is to select the type of business you wish to incorporate. A limited liability company (sp.z.o.o.) in Poland is one of the most commonly used business structures that can be incorporated in Poland. Our company formation experts from OnDemand International can assist you in setting up your Polish limited liability firm.
- Minimum Capital Requirements: The minimum share capital required for Poland company formation depends on the type of business you have selected. In order to set up a Polish sp.z.oo., you will need a minimum share capital of PLN 5000 and you will require a minimum share capital of PLN 100,000 for setting up a joint stock company.
- Registered Office Address: It is important to have a registered office address within Poland which serves as the official address of the company. This is where all the legal and official notices would be delivered. The registered office address can either be a virtual office or a physical office space. OnDemand International experts can assist you in acquiring office space in Poland.
- Director: In order to set up a company in Poland, a minimum of one director is mandatory. It is not necessary to have a local director to register a company in Poland.
- Shareholders: In order to register a company in Poland, at least one shareholder is necessary.
Procedure for Company Incorporation in Poland
The procedure for Poland company formation is discussed below:
Selecting the form of the business
Selecting the appropriate form of business organization is a crucial stage when considering business registration in Poland. There exist various alternatives to consider, including Sp. z o.o, joint stock company, partnership, and sole proprietorship. Among these options, Sp. z o.o holds significant popularity and widespread usage within Poland.
Selecting a Company’s Name
Choosing a distinctive company name holds significant importance during the process of starting a company in Poland. At OnDemand International, our team of professionals is dedicated to assisting in this crucial task. We are well-equipped to guide you in selecting and reserving a business name that adheres to the regulations established by the appropriate governing body.
Prepare the Articles of Association
After finalizing the business structure and selecting a name, the subsequent stage of registering a company in Poland is to prepare the articles of association and sign an incorporation instrument for a single shareholder of the limited liability corporation. These documents should be drafted in a format similar to a notarial document, which necessitates a visit to the notary’s office.
Open a Corporate Bank Account
Upon finishing the preceding procedures, the subsequent course of action involves initiating the opening of a business bank account for your organization. Subsequently, it becomes imperative to deposit the stipulated minimum share capital into the account upon its successful opening. In the case of an SP z.o.o company, the prescribed minimum capital amounts to PLN 5000, whereas for a Poland Joint Stock company, the minimum capital requirement stands at 100,000 PLN.
Apply for Company Registration
After the composition of the management board has been established, you are presented with the chance to initiate the process of enrolling your company in the National Court Register (KRS), which is also referred to as the Company Register. This procedure entails the fulfillment of an application for the registration of your limited liability enterprise, which must be submitted to the Registry Court of KRS, accompanied by all the essential documentation.
Acquire Business License & Permit
The final stage in setting up a business in Poland involves finalizing the registration procedure in several additional registers. This entails acquiring identification numbers like NIP or REGON, along with obtaining the requisite authorizations to partake in specific operations.
Documents Required for Poland Company Formation
The list of documents required to register a company in Poland is as follows:
Articles of Association
The Articles of Association are an essential document that delineates the internal policies and procedures of your organization. The document comprises details such as the organization’s registered office address, name, business purpose, share capital, management structure, and decision-making policies. This document must be prepared in writing and signed by all shareholders. For compliance with Polish law, it is recommended that, when drafting the Articles of Association, one seek legal counsel or consult a notary.
To officially register a company in Poland, it is mandatory to furnish identification documents for all shareholders, administrators, and representatives of the organization. This can be in the form of a valid passport or national identity card. If any of the individuals are non-EU citizens, additional documentation such as a valid visa or residence permit may be required.
Although not mandatory, a shareholders agreement is highly recommended, especially if multiple shareholders are involved. This agreement specifies the rights and obligations of each shareholder, the mechanism for transferring shares, dispute resolution procedures, and other important aspects of the shareholders’ relationship. It provides clarity and helps prevent conflicts among shareholders in the future.
Benefits of Company Registration in Poland
There are numerous benefits associated with establishing a business in Poland, which render the country an alluring location for entrepreneurs and investors.
Access to the European Union Market
The European Union membership of Poland grants enterprises entry to a consumer market comprising more than 500 million individuals. This opens up opportunities for expansion and trade within the EU, allowing companies to tap into a larger customer base and benefit from the free movement of goods, services, and capital.
Favorable Tax System
A strong tax system in Poland fosters investment and entrepreneurship. Presently, an annual rate of 19% is levied on corporate income, which is comparatively modest in comparison to other member states of the European Union. Additionally, certain regions in Poland offer special economic zones with reduced tax rates and other incentives to attract foreign investment.
Poland is known for its well-educated and skilled workforce. By placing a significant emphasis on education, the nation generates a substantial number of proficient professionals across diverse domains. This facilitates the recruitment and employment of skilled personnel who are capable of making valuable contributions to the expansion and prosperity of organizations.
Cost of Company Formation in Poland
The cost of forming a company in Poland varies depending on the type of business you are starting. Generally, the cost of incorporating a corporation in Poland is 4,850 Euros – 5000 Euros
In addition, corporations must submit a minimum share capital based on the company form they choose. In Poland, the minimum share capital for a limited liability company is 5,000 PLN, while for a joint-stock company, it is 100,000 PLN. A minimum capital share is not necessary for a Polish limited partnership, civil partnership, or registered partnership. Again, a limited joint-stock partnership requires a deposit of 50,000 PLN.
Taxation structure of companies in Poland
There are various types of taxes that business in Poland has to pay such as corporate income tax, value-added tax, excise duty, customs duty, capital tax, payroll tax, and so on.
These are the tax rates that apply to registered companies in Poland:
- Corporate income tax: The standard rate of corporate income tax which is levied on business earnings in Poland is 19%. Nonetheless, taxpayers whose profits from sales value did not surpass two million euros are also subject to a lower rate of 9%.
- Value-added tax (VAT): The general VAT rate in Poland is 23%. However, lower rates of 8%, 5%, and 0% are also applicable.
- Excise Duty: Excise duties are applicable to the manufacturing, retailing, importing, and intracommunity purchase of “excise goods,” which are defined by the excise duty legislation and comprise cigarettes, alcohol, energy products, passenger automobiles, and electricity.
Starting a company in Poland can be a rewarding experience, due to Poland’s favorable business environment, access to the EU market, and skilled workforce. By gathering the essential documents, complying with the eligibility criteria, and understanding the benefits of company registration in Poland, you can set yourself up for success. Poland presents manifold prospects for expansion and development, catering to both domestic entrepreneurs and foreign investors. Take the necessary steps for Poland company formation and seize the potential that this dynamic country has to offer.
Our team of experts at OnDemand International is ready to assist you with the registration process, simplifying each stage for your convenience. We shall facilitate the registration of your company and ensure that you possess every necessary document. Contact us immediately to register a company in Poland.
The most prevalent kinds are as follows:
- Limited responsibility Company (Spóka z ograniczonoci – Sp. z o.o.): Requires a minimum capital of 5,000 PLN and provides stockholders with personal responsibility protection.
- Joint Stock Company (Spóka akcyjna – S.A.): requires more capital (100,000 PLN), has a more complicated structure, and is best suited for bigger firms.
- Sole Proprietorship: There is no distinct legal entity, making it easier, but the proprietor has limitless responsibility.
Yes, a Sp. z o.o. needs 5,000 PLN, but a S.A. requires 100,000 PLN. This may be done in cash or in-kind gifts.
Absolutely! There are no nationality limits for business registration in Poland
No, not always. You may designate a Power of Attorney person to manage the procedure on your behalf.
The specific paperwork depends on the kind of organization and your scenario. In general, you’ll need:
- Articles of incorporation
- Information and statements for shareholders
- Proof of legal residence
- Evidence of a minimal capital contribution
The court registration price is around 600 PLN, plus extra expenses for translations, legal services, and accounting assistance.
It is strongly advised. The majority of transactions must be processed via a designated corporate account.