Considering company formation in Poland offers a gateway to one of the largest markets in the European Union. Poland, with its central location in Europe, provides a logistic paradise, especially for businesses looking to connect with eastern markets.
The country’s significant population, around 40 million, combined with friendly immigration procedures for IT specialists, positions Poland as an attractive destination for IT companies. Furthermore, Poland’s enticing tax incentives, including R&D and IP BOX reliefs, a low corporate income tax rate of 9%, and the tax-friendly “Estonian CIT” (0% tax solution), make it an appealing choice for entrepreneurs and investors globally.
Understanding the right legal structure and the step-by-step process of company formation is crucial for success in this thriving business environment.
Advantages of company formation in Poland
- Big internal marketPoland is one of the biggest markets in the European Union.
- GeographyIt is a logistic paradise thanks to central location in Europe. It is also very well connected with the eastern markets.
- Workforce and skillsSignificant population (around 40 mil) and friendly immigration procedures for IT specialists makes Poland a very attractive destination for IT companies.
- Tax incentivesTax reliefs (R&D and IP BOX), low corporate income tax (9% CIT), and tax friendlly “estonian CIT” (0% tax solution).
Choosing the right legal structure for your company in Poland
What is the best legal structure for your Polish company? When forming a company in Poland, foreign investors have a variety of legal entities to select from. In 2023, I recommend the following company registration in Poland clues for foreign investments:
- For “start-ups,” we recommend forming an LLC or a simple joint stock company.
- We will recommend a limited partnership or a limited joint stock partnership for profitable service enterprises that require little money.
- We recommend a limited liability company for businesses where a significant percentage of the income is reinvested, preferably in conjunction with estonian CIT.
As in most cases our clients choose limited liability company in Poland this is the type of corporation we will focus in the latter part of this article.
Company formation in Poland step by step
Registration of an LLC is quite a formal process. It requires a number of activities specified in the Code of Commercial Companies. They consist of:
- conclusion of the articles of association,
- making contributions by the shareholders to cover the company’s share capital,
- appointing the management board,
- entry into the business register (National Court Register – KRS)
1. Conclusion of the articles of association of the Polish company
The process of company registration in Poland is initiated by the conclusion of the articles of association. The obligatory elements of the contract of an LLC are specified in Art. 157 § 1 of the CCC. It indicates that the contract of an LLC must determine:
- the company’s name and registered office,
- the scope of business activity,
- the amount of the share capital,
- whether a shareholder may hold more than one share,
- the number and nominal value of the shares owned by each shareholder,
- the duration of the company, if defined.
The agreement of a limited liability company in Poland should be concluded in form of a notarial deed. The formal requirements of the notarial deed are specified in the Notary Public Act. Current regulations also allow for registration of an LLC via the Internet (online company registration in Poland).
More specifically, via the S24 portal, managed by the Ministry of Justice. The system provides a set of standard documents that you must fill in an electronic form. Unless you have a trusted profile and a PESEL number this solution is not suitable for foreigners.
2. Depositing the initial share capital
Another step that must be taken concerns contributions to cover the share capital. The shareholders have to make contributions before company formation in Poland. If the share is taken at a price higher than the nominal value, one must also pay the excess.
The obligation to make contributions results from the articles of association. It defines the number and nominal value of shares acquired by each shareholder. If the company’s contract was concluded with the contract template, one can cover the share capital after its entry into the register. This must be done no later than 7 days from the date of entry.
What is important, the minimum share capital of a limited liability company is 5,000 PLN. It can take both pecuniary and non-pecuniary forms (e.g. receivables or property).
3. Appointing of the management board in a Polish company
The appointment of the first management board must take place before company formation in Poland. The CCC does not specify rules for the appointment of a management board in the LLC in organization.
Thus, it should be done according to the rules governing the appointment of board members in an already registered company. As a rule, members of the management board are appointed by a shareholders’ resolution. It must be adopted by an absolute majority of votes.
4. Company registration in Poland. Registering with the National Court Register (KRS)
The last stage of company formation in Poland is its entry into the relevant register. Registration of a limited liability company is preceded by registration proceedings. They are initiated at the request of the company. Management board or a legal representative may represent the company in this process.
According to Article 169 of the CCC, there is a timeframe for reporting a company to the registry court. It shall be done within 6 months of the date of conclusion of the articles of association. The notification must be made by the management board in its full composition. The company may also appoint a legal representative for this purpose.
The Act on the National Court Register and the Code of Civil Procedure govern the registration proceeding. They also govern the process of applying for registration. The entry is made based on a court order and is effective upon entering the data into the register. As soon as the decision is issued, the LLC in organization transforms into an LLC, i.e. a separate legal entity.
5. Company formation in Poland post formation compliance
A corporation in Poland receives a registration number [KRS number], a tax identification number [Polish: NIP number], and a statistics number [Polish: REGON statistical number] upon establishment. Within 7 days of business registration, a new Polish firm must show an actual beneficiary in the Central Register of Beneficiaries.
You must submit the information on the dedicated NIP-8 form within 21 days of the date of entry into the National Court Register. It is also critical to keep in mind that the Polish company must be registered as a VAT taxpayer.
When forming a business in Poland, the Polish corporation must pay 0.5% of the tax base for civil law transactions tax. It is defined by the amount of contributions made to a partnership or the amount of share capital in a limited business (minimum share capital is 5000 PLN). The paperwork must be presented within 14 days of the signing of the company’s agreement.
Accelerated company formation in Poland (fiduciary company registration in Poland)
Fiduciary company formation in Poland is a specialised service in which a legal entity, such as a law firm, forms a business on behalf of a customer. The entire procedure is expedited, with the option of forming a custom corporation in as little as 1-5 working days. This new company is constructed with features specified by the client, such as kind, name, capital, location.
Frequently asked questions on company formation in Poland
What are the key advantages of forming a company in Poland?
Access to a large EU market, strategic location, skilled workforce, and attractive tax incentives.
What legal structures are available for company formation in Poland?
LLC, simple joint stock company, limited partnership, and limited joint stock partnership, with LLC being the most popular.
What is the corporate income tax rate in Poland?
9% for small taxpayers (turnover below 2 million EUR/year) and 19% for larger companies.
What is the minimum share capital for a joint stock company in Poland?
How long does it typically take to form a company in Poland?
2-4 weeks for standard registration; 1-5 working days for accelerated registration.
Can foreigners form a company in Poland?
Yes, foreigners are eligible to register companies in Poland.
Is it better to register a new company or open a branch of a foreign company in Poland?
For most clients, registering a new Polish LLC is recommended over opening a branch.
How long does it take to open a bank account for a new company in Poland?
It can take from 2 weeks to 3 months, depending on the company’s structure.
What is ZUS in Poland?
ZUS is the Polish social insurance institution.
How many special economic zones are there in Poland?
There are 14 special economic zones in Poland.
What are the fees for company registration in Poland?
The court charge for registration is 500 PLN, and for publicizing the entry in the Court and Economic Monitor, it’s 100 PLN.
What documents are required for company formation in Poland?
Valid ID or passport, proof of address, and completion of the articles of association.
Can company formation in Poland be done remotely?
Yes, most steps can be completed online, especially with the S24 portal system.
What is the process of appointing a management board in Poland?
The board is appointed by the shareholders’ resolution before company formation, usually requiring an absolute majority of votes.