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Poland LLC Registration in 3 Steps: Specifications, Duration & Procedure

Poland LLC Registration has adopted the concept of a one-stop shop that makes it easier and faster to complete the process of registration.

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    poland llc registration

    Poland LLC Registration

    If you’re interested in starting a business in Poland, one of the first decisions you’ll need to make is the type of business entity you want to register. A popular choice in Poland is a limited liability company (LLC). Poland offers a favorable tax system, a skilled workforce, and a strategic location in Central Europe, making it an ideal place to establish an LLC. 

    One of the key advantages of setting up an LLC in Poland is that shareholders are only responsible for the amount they have invested in the company. In this article, we will guide you through the process of registering an LLC in Poland and provide you with other important considerations to keep in mind.

    Reason to register an LLC in Poland

    Investors are encouraged to consider investing in Poland through LLC Registration as it offers a corporate structure that strikes a balance between security and administrative efficiency. LLCs can be swiftly incorporated and registered with the Polish Companies Register (KRS), ensuring a streamlined process. Moreover, the fiscal treatment of LLCs can be highly advantageous, with the potential for tax-free status or low tax rates depending on the profits generated. Additionally, LLCs provide a flexible entity that caters to both large and small investment ventures.

    Procedure for Poland LLC registration

    1. To begin the registration process for a limited-liability corporation in Poland, the first step involves signing the document of incorporation as a notarial document. This important step must be carried out in Poland, in the presence of an official notary public. Additionally, it is necessary to declare the shares of the company.
    2. LLCs that are conducting business in Poland are required to be registered in the National Court Register (KRS). To initiate the registration process, the application must be submitted using the appropriate form, which can be obtained from the court premises or the official website of the Ministry of Justice. Once the application is submitted, it will be reviewed and approved by the Court within 14 days from the date of submission.

    It is crucial to understand that a business obtains its legal identity once it is officially registered in the registry. To initiate the process, a request for entry into the National Court Register must be submitted along with the necessary payment proofs for court costs and, if applicable, the expenses for publication on the Court and Economic Monitor.

    Requirements for Poland LLC registration

    To register a company in Poland, at least one shareholder is necessary. Additionally, a minimum capital of PLN 5000 must be paid before the registration process can commence. It is important to enroll the LLC with the Polish Company Register and obtain a tax identification and REGON number. Furthermore, the LLC should also be registered for VAT.

    The time frame to complete LLC creation

    The length of time needed to form a limited liability business in Poland depends on the mode of incorporation:

    • It usually takes around 1 to 5 working days to incorporate a company online.
    • The process of notarial incorporation may extend up to 1 to 3 months.

    Ltd Liability Corporation within Poland -- The Key Facts

    The number of founders At least 1 shareholder
    The method of incorporation Signature Articles of Association ●      at the Notary's office; or ●      the online via designated portal
    Minimum share capital 5.000 Zl due in cash or as a kind contribution
    The minimum value for each share 50 zl
    Taxation of LLC 9 percent of CIT with a profit of up to 2 million EUR over 19 percent, and alternatively, the CIT of 0 percent Estonian CIT
    Who is eligible to be a Shareholder? There are no restrictions. Foreigners can be shareholders.
    Who is Director? There are no restrictions. Foreigners can serve as Directors. Directors must have a clean criminal history n business and corporate crime.
    Time to form Online incorporation of 1 to 5 days or Notarial incorporation for 1-3 months
    Auditing requirements Obligatory if two out of three requirements are satisfied: ●      employment exceeds 50 employees ●      assets exceed 2.5 mln EUR ●      revenues exceed 5 mln EUR
    Reporting requirements Obligatory -- once per calendar year, in the KRS (National Registry of Courts)
    Shareholders' Liability Shareholders do not have any liability for the Company's Company's debts

    Specifications in Polish Limited Liability Company

    Polish Limited Liability company is an entity that is legal and independent, with a distinct legal personality apart from shareholders. In practical terms, it means that it can buy and sell items as well as keep credit and debts on its own.

    Is it possible for non-EU citizens to manage a Polish business?

    EU citizens have the freedom to establish and oversee companies in Poland without any restrictions. On the other hand, non-EU citizens can also establish and manage a Polish business, but they may need to comply with certain limitations imposed by the law.

    For instance, if a non-EU citizen owns more than 50% of the capital in a Polish LLC Company, they will need to obtain permission from the Ministry of Foreign Affairs (or Ministry of Agriculture for agricultural property) before purchasing real estate in Poland.

    Capital shares for Polish Limited Liability Company

    The Polish Limited Liability Company requires a minimum share capital of 5000 (PLN) (approx. 1103 EUR). This capital can be funded through cash contributions or non-monetary forms such as in-kind donations, which can include movable or non-movable assets. However, it’s important to note that contributions cannot be offered as a service for the benefit of the business.

    Representation of Polish Limited Liability Company

    The Board of Directors represents the Polish Limited Liability Company. It is required to have at least one member on the Board, but there is no limit to the number of Directors. The rules for representation can be found in the Articles of Association of the Company, and they are provided without any additional cost. Additionally, the company can also be represented by a regular proxy (pelnomocnik) or an authorized proxy (prokurent).

    Shareholders Meeting as well as Supervisory Board of Limited Liability Company

    The Shareholders Meeting holds the highest authority in a Polish Limited Liability Company. A Supervisory Board is required in a Polish Limited Liability Company only if the capital of the shares exceeds 500,000 Zl and the total number of shareholders is more than 25.

    Fiscal Treatment of Limited Liability Company

    As each Polish LLC operates as a distinct legal entity and is taxed under corporate income Tax (CIT).

    CIT is assessed on the total income of all sources (reduced through deductions) at an amount of 9% for earnings of up to 2 million EUR and 19% for more lucrative earnings. From January 1, 2022, Polish Tax Law provides 0 percent tax on profits retained (Estonian CIT).

    Dividends that are paid out through the firm are taxed individually.

    • The dividend must be distributed to shareholders that are not private persons (private individuals) — they are usually taxed as a withholding tax of 19 percent. However, dividends paid for foreigners (tax residents of foreign countries) are taxed following the applicable DTT (Double Taxation Treaty).
    • The dividend may be paid to the parent company — it could be exempt from tax on dividends if the parent company owns at minimum 15% of the subsidiary’s share capital for a minimum period of two years and is subjected to no income tax obligation in Poland LLC Registration or another EU Member State or another state that is part of the EEA.

    Liability in a Limited Liability Company

    The shareholders of a Polish limited liability company bear no responsibility for the company’s obligations and are solely liable for the amount they have invested in the company.

    The directors of the Polish Limited Liability Company can be held liable for the company’s obligations if they fail to submit an insolvency petition within the specified timeframe as mandated by the Polish Insolvency Law (i.e., within 30 days from the date of the company’s insolvency).

    Conclusion

    Poland LLC registration is a strategic decision for entrepreneurs seeking limited liability and a strong presence in Poland. As a leading provider in this field, OnDemand International specializes in guiding businesses through the complex process of registering a Limited Liability Company (LLC) in Poland. Our team of experts is well-versed in the local regulatory landscape and will ensure a smooth and efficient registration journey for your venture. From the initial consultation to gathering the necessary documentation, we are here to assist you every step of the way. Trust your LLC setup to the best in the industry – OnDemand International.

    FAQ’s

    Limited liability companies operating in Poland have to be entered in the National Court Register (KRS). The application to be entered must be completed on the proper form which is available at the court premises and on the official website of the Ministry of Justice.

    A Poland LLC or Limited Liability Company is the most popular method of investment of a platform within Poland. As a distinct legal entity, The Polish LLC is accountable in respect of its legal obligations as well as loans, debts as well as judicial court judgments. The liability of shareholders is limited to their share of capital.

    What is the time required to get my company registered in Poland? There are two options for registration: on the internet, which takes 1-5 days, or regular, with notary involvement which will take between 2 and 12 weeks.

    Limited companies. The term “limited company” refers to one that is ‘ limited by shares or limited by guarantee.

    If your company is a limited company, it has to be required to pay corporate tax on its earnings that result from trading as well as from the disposal of assets or investments. At present, the tax rate is 19 percent.