Company registration and incorporation in Poland

Company registration in Poland

• Advantages of company registration in Poland
• Choosing the right legal structure for your company in Poland
• Company formation in Poland step by step
• Accelerated company formation in Poland (fiduciary company registration in Poland)
• Frequently asked questions on company registration in Poland

Advantages of company registration in Poland

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 registration 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 registration 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 registration 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 registration 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 registration in Poland