Poland, a prime destination for foreign direct investment in Central and Eastern Europe, invites entrepreneurs to explore its favourable business climate. This comprehensive article addresses Poland’s most common company formation queries, providing invaluable insights and practical advice.
Poland’s flourishing economy presents many opportunities for entrepreneurs to establish and grow businesses. As statistics indicate, Poland remains one of the most advantageous countries in Central and Eastern Europe for foreign direct investment. However, navigating the process of setting up a company in a foreign country can be challenging without the correct information.
This article aims to provide comprehensive and precise answers to the most frequently asked questions about initiating a company in Poland. We aim to equip you with the knowledge and understanding necessary to navigate the process effectively. By the end of this article, you will have a solid foundation for setting up a company in Poland and confidently embark on your entrepreneurial journey.
Company Incorporation in Poland
Choose Legal Structure
The first thing you need to do when starting a company in Poland is to pick the type of legal structure for your future Polish company. The LLC (Limited Liability Company) is the most popular choice among investors. About 94% of foreign investments in Poland are made through LLCs.
Setting up and officially registering a limited liability company in Poland may seem complex because it involves several steps to be completed to be listed in the Polish Company Register (KRS), also known as the National Court Register.
Here is a comparison table of different legal structures in Poland:
|Business Structure||Requirements||Minimum Capital||Share Value||Taxation|
|Polish Limited Liability Company||Registration under National Court Register||5000 PLN||50 PLN||VAT (23%) and corporate income tax (19%)|
|Polish Joint-Stock Company||Registration under National Court Register||100,000 PLN||0.01 PLN||VAT (23%) and corporate tax|
|Polish Limited Partnership||Registration under National Court Register||None||N/A||VAT (23%) and individual partner tax (19%)|
|Polish Civil Partnership||No registration required||None||N/A||VAT (23%) and individual partner tax|
|Polish Registered Partnership||Registration under National Court Register||None||N/A||VAT (23%) and corporate income tax on individual partners|
|Polish Limited Joint-Stock Partnership||Registration under National Court Register||50,000 PLN||0.01 PLN||VAT (23%)|
Creating your LLC
Once you have determined your business goals, it’s time to establish your LLC. There are two methods to set up your company:
- The traditional way – by preparing a legal document with a notary.
- Electronic way – through an online website.
- Traditional way: Provides a sense of familiarity and follows established procedures.
- Electronic way: Cost-effective option. Quick registration in 10 days
- Traditional way: Involves finding a notary office and incurring additional expenses for notarial services. Registration in 3-5 weeks
- Electronic way: Requires a qualified signature, which may pose a challenge for some individuals.
Setting up LLC Traditionally
You’ll have to follow the following steps if you choose the traditional method of setting up a company:
Signing Articles of Association or Instruments of Incorporation
The first thing you need to do to create a limited liability company is to sign the “articles of association.” This document basically explains the company’s rules and how it’s set up. If you’re starting a company with just one shareholder, you’ll sign something called the “instrument of incorporation” instead. To get these documents ready, you’ll have to go to a notary’s office to have them prepared and official.
Depositing Share Capital
The next step is about adding capital or valuable items to the company. Normally, this means putting a certain amount of money into the company’s bank account. But sometimes, shareholders might agree to add other things like land or items that can be moved.
Appointing a Management Board
In the third step, we need to choose a management board. There are two ways to do this. First, it can be done by having a meeting where all the shareholders agree on it, or if there’s just one shareholder, they can decide alone. This agreement doesn’t need any fancy legal documents and can be in simple written form. The second way is that some individual shareholders might have the right to make this decision if it’s mentioned in the articles of association.
Filing a Registration Application
The fourth step is to register the company in the National Court Register (KRS), the Company Register. To do this, an application needs to be filed with the Registry Court of NCR, alongside necessary attachments.
Obtaining Permits and Identifications
The fifth and final step involves completing additional requirements. This involves signing up the company in other important records, getting identification numbers like NIP and REGON, and getting any required licenses to carry out certain activities or work in particular industries.
Setting up an LLC Online
If you’re unable to set up an LLC in the traditional way or prefer to do it online, there is an alternative method available. This option allows you to complete the process digitally, saving you time and effort.
Visiting the Portal of Court Registers:
To begin the online registration process, you need to visit the website of the Portal of Court Registers (https://prs.ms.gov.pl/ ). Please note that currently, the website is only available in Polish, so you will have to rely on the Polish version for guidance.
Registering an Account and Setting up the LLC Profile:
Once you arrive at the website, you’ll need to create an account. To do this, you’ll require an ePUAP Trusted Profile. Once your account is set up, you can create a profile for your LLC. During the registration procedure, you will find helpful information and explanations to assist you in providing the necessary details.
Providing LLC Contract Elements:
In the next step of the process, you’ll be asked to provide the elements of the LLC contract. The website will offer some guidance and additional explanations to help you complete this part of the registration.
Signing Court Documents with ePUAP Account:
After completing the LLC contract elements, you will be automatically redirected to a website where you can access the court documents. These documents must be signed using your ePUAP account, ensuring their legal validity.
Verification and Payment Process:
Once you have signed the necessary court documents, your application will undergo a verification process. Upon successful completion, you will be redirected to the bank payment system. Here, you can pay the required court inscription fees and the estimated tax amount.
Post Registration Requirements
List your company in CRBR.
After you register your company in Poland, you need to fulfill specific responsibilities. One of these responsibilities is to be listed in the Central Register of Real Beneficiaries (CRBR).
The CRBR is a system that collects and processes information about individuals who have direct or indirect control over the company. Its primary purpose is to prevent money laundering and the financing of terrorism. Registering in the CRBR is mandatory.
To get listed in the CRBR, you must apply for a PESEL number, which is an identification number for individuals. To complete the registration process, you need to provide the ID card or passport of the member of the Management Board. Additionally, you need to give them power of attorney to submit the required documents to the appropriate authority in Poland.
Establishing a Company’s Bank Account
Upon completing all the required procedures for forming a company in Poland, arranging for the company’s bank account to ensure proper maintenance of financial records is imperative.
If the members of the Management Board are Polish citizens or individuals residing in Poland, it will be necessary for them to personally visit a bank branch and sign an agreement to initiate the company’s bank account.
Suppose the members of the Management Board are foreign nationals who do not reside in Poland, to avoid the need for them to travel to Poland. In that case, it becomes crucial to issue a notarized power of attorney authorizing the opening of a bank account on behalf of the company.