
As global trade opportunities expand, entrepreneurs in the UK increasingly seek to extend their businesses into new markets. One of the emerging destinations for international expansion is Poland—a country offering both a strategic location and a favorable economic environment. With the right approach, incorporating a company in Poland can be a smooth process, offering numerous benefits for British entrepreneurs.
In this article, we will provide a comprehensive guide to help British entrepreneurs understand how to incorporate a company in Poland, the benefits involved, and the legal aspects required. We will explore key steps, advantages, and special incentives Poland offers to foreign investors. This guide is aimed at entrepreneurs in the UK looking to expand into Eastern Europe and take advantage of Poland’s growing market.
Why Incorporate a Company in Poland from the UK?
Poland stands out as one of the top destinations for foreign direct investment (FDI) in the European Union (EU). Its position as the sixth-largest economy in the EU, combined with a stable political environment and skilled labor force, makes it highly attractive for businesses seeking growth opportunities. For UK entrepreneurs, the Polish market offers distinct advantages:
- Access to a Large Consumer Market: Poland has a population of approximately 38 million people, making it one of the largest consumer markets in the EU.
- Favourable Corporate Tax Regime: Poland offers competitive tax rates, including a reduced corporate tax rate of 9% for small businesses with revenues below €2 million. Additionally, entrepreneurs can benefit from the Estonian CIT model, which offers a 0% tax rate for profit retention, provided certain conditions are met.
- Strategic Location: Located in Central Europe, Poland has well-established transport links, including a network of motorways, 14 civil airports, and the third-largest rail network in the EU, ideal for UK businesses looking to distribute goods across Europe.
- Stable Economic Growth: Despite the challenges posed by the global economic climate, Poland’s GDP has consistently shown positive growth, with estimates of 2.4% growth for 2024. Additionally, unemployment remains low at around 5%, ensuring a reliable workforce.
- Incentives for Innovation and Research: Poland offers several tax incentives for companies involved in innovation and research, including the Innovation Box scheme, which provides a 5% tax rate for income derived from intellectual property (IP) rights, and a Research & Development (R&D) tax relief.
Types of Companies in Poland
When establishing a company in Poland, British entrepreneurs have multiple legal forms to choose from. However, the Limited Liability Company (LLC or Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.) is by far the most popular, accounting for 94% of all foreign investments in Poland.
Other Business Structures in Poland Include:
- Joint-Stock Company (S.A.): Suitable for large-scale operations, particularly those planning to raise capital through the stock exchange.
- Partnerships: Including registered partnerships and limited partnerships, where at least one partner holds full liability for the business’s obligations.
- Subsidiaries or Branches: For UK businesses wishing to maintain branches and subsidiaries of their original structure while operating in Poland.
Each of these structures has its own legal, tax, and operational implications, so it’s vital for UK entrepreneurs to assess which aligns best with their long-term business goals.
Steps to Register a Company in Poland from the UK
Step 1: Choose a Legal Structure
The first step is to select the appropriate legal structure for your company. Most UK entrepreneurs opt for the LLC due to its simplicity and limited liability benefits. If you plan to seek significant external investment or go public, a Joint-Stock Company may be the better option.
Step 2: Determine Key Features of Your Company
Decide on the key elements of your company, such as its name, registered office, share capital, and rules for representation. These details are crucial for completing the necessary legal documentation.
Step 3: Prepare Required Documents
The documentation required will depend on whether you are registering the company as an individual or through an existing foreign company.
Generally, you will need the following:
- Personal identification (passport or ID).
- If registering as a foreign company, an excerpt from your local company registry with an apostille.
- If you are unable to visit Poland, you can appoint a lawyer to represent you and complete the registration process remotely.
Step 4: Sign Articles of Association
To formalise the incorporation of your company, you will need to sign the Articles of Association, which should be done in the presence of a notary. This document serves as the legal foundation of the company, outlining its objectives, governance structure, and shareholder rights.
Step 5: Deposit Share Capital
You will need to deposit the minimum share capital into a Polish bank account. For an LLC, the minimum capital requirement is PLN 5,000. Share capital can be deposited in cash or as contributions of property or other assets.
Step 6: Appoint the Management Board
An essential step in the process is appointing a management board, which will be responsible for the day-to-day operations of the company. In most cases, this can be done by the shareholders during a general meeting.
Step 7: Submit the Application to the National Court Register (KRS)
Once the Articles of Association are signed and the share capital is deposited, you will need to submit your application to the Polish National Court Register (KRS). This step officially registers your company in Poland.
Step 8: Open a Corporate Bank Account
While it is not legally mandatory to have a Polish bank account, it is highly recommended. A local account allows your business to make tax and social security payments and offers tax-deductible payment options.
Post-Registration Obligations
Once your company is incorporated, there are several ongoing compliance requirements:
- Register for VAT: Though not mandatory, VAT registration in Poland is essential for businesses conducting regular operations. The standard VAT rate is 23%, but there are preferential rates for specific goods and services.
- Obtain an Electronic Signature: Every member of the management board is required to have an electronic signature to sign annual financial statements and other official documents.
- Report Ultimate Beneficial Owner (UBO): As part of anti-money laundering (AML) regulations, companies must report the identity of their ultimate beneficial owners to the UBO Register.
- Pay Transaction Tax: You will need to pay a transaction tax of 0.5% of the share capital within 14 days of signing the Articles of Association.
Special Incentives for Foreign Investors
Poland offers various incentives to attract foreign investment, particularly for companies involved in innovation, research, and development.
1. Low Corporate Tax Rate
Small taxpayers with annual revenues below €2 million benefit from a reduced corporate tax rate of 9%. Larger companies pay a standard rate of 19%.
2. IP Box and R&D Relief
Businesses developing intellectual property (IP) can reduce their corporate tax rate to 5% under the Innovation Box scheme. Additionally, companies conducting research and development (R&D) projects can deduct up to 200% of eligible costs from their tax base.
3. Special Economic Zones (SEZ)
Poland’s Special Economic Zones offer additional incentives, such as corporate income tax exemptions and property tax relief. These zones are particularly beneficial for manufacturing and technology businesses.
Conclusion
Incorporating a company in Poland offers numerous advantages for UK entrepreneurs, from a large and skilled workforce to a favorable tax environment and strategic location in Central Europe. Whether you’re looking to expand an existing business or start a new venture, Poland provides the resources, infrastructure, and incentives to help your business thrive in the European market. With the ability to handle the entire incorporation process remotely and access to key financial and operational benefits, Poland stands out as an excellent choice for British entrepreneurs aiming to scale their operations internationally.
If you’re a UK entrepreneur looking to take advantage of Poland’s booming economy and strategic business benefits, now is the time to consider incorporating a company in Poland. From tax incentives to a skilled workforce, the opportunities for growth are vast and readily accessible.
Contact incorporation specialist from On Demand International’s Polish Incorporation Desk or schedule a virtual meeting with them.
FAQ’s
Yes, British citizens can still start a business in Poland post-Brexit. Poland is open to foreign entrepreneurs, including those from the UK, provided they comply with local regulations.
The Limited Liability Company (LLC or Sp. z o.o.) is the most popular structure for British entrepreneurs due to its limited liability, simplicity, and flexibility in management.
The incorporation process typically takes 2 to 4 weeks, depending on whether you submit the documentation online or via a notary.
Yes, UK entrepreneurs can complete the entire registration process remotely using a power of attorney to appoint a legal representative in Poland.
No, many entrepreneurs opt for virtual offices to meet the requirement of having a registered business address in Poland without needing a physical presence.
The minimum share capital for an LLC is 5,000 PLN (around £900), which must be paid into a Polish bank account during the registration process.
The steps include choosing a legal structure, gathering required documents, notarizing the Articles of Association, registering with the National Court Register (KRS), opening a corporate bank account, and registering for tax.
Yes, Poland’s strategic location, large consumer market, and EU membership make it an ideal hub for UK businesses looking to operate within Europe post-Brexit.
No, UK entrepreneurs can own 100% of a company in Poland without needing a local partner.
Key industries include IT, manufacturing, fintech, and e-commerce. Poland’s highly skilled workforce and government incentives foster innovation in these sectors.
VAT registration is mandatory if your business reaches a certain revenue threshold (200,000 PLN annually) or if you plan to engage in cross-border transactions within the EU.