Company Registration in Poland

What is company registration in Poland?

Poland is a country of important changes and constant progress. It has one of the largest markets in Europe and valuable economic potential. The economic development of Poland offers numerous opportunities to foreign investors for setting up new businesses. The economy in Poland is flourishing, especially due to its private business sector. By doing business in Poland investors get access to subsidies and tax allowances and special economic areas (Specjalna Strefa Ekonomiczna) within which development incentives are offered. The Polish government encourages foreign investments in Poland by offering a wide range of incentives for entrepreneurs who decide to come from abroad and start a company in Poland and by signing Double Tax Treaties with a large number of countries.

What are the types of Company registration in Poland?

There are four main types of companies which foreign investors can set up, including:

  1. Limited Liability Company registration in Poland?

The most popular format for small and medium-sized companies in Poland is Limited Liability Company having a minimum share capital of 5000 zlotys (€1200), to be fully paid up. This type of company can be incorporated with minimum one director. There are no restrictions on foreign shareholders in Limited Liability Company.

  1. Joint Stock Company registration in Poland?

To start a larger business that wishes to raise public capital, Joint Stock Company is the most popular option. It can be incorporated with a minimum share capital 100,000 zlotys (€24,000), (at least 25% to be paid up capital)

  1. Partnership company registration in Poland?

There are four major types of partnership under Polish corporate law:

  • Registered Partnership:- All partners of a registered partnership have equal and unlimited liability
  • Limited Partnership:-Some of the partners of limited partnership has limited liability
  • Professional Partnership:-Some concessions regarding partner liability
  • Limited Joint-Stock Partnership:- This type of partnership includes partners and shareholders
  1. Sole Proprietor

A sole proprietor is the simplest and least-regulated form of business entity. A sole trader has unlimited liability for all the liabilities and debts that arise to the business. Profits are subject to Polish income tax at individual tax rates.

Procedure of Company Registration in Poland

  • The name of your Polish company should contain the suffix spólka z ograniczonaodpowiedzialnoscia (spólka z o.o. or sp. z o.o) to denote Limited Liability.
  • The minimum share capital required to incorporate a Polish limited liability is PLN 5,000 (approx.  €1250), and the lowest permitted value of a single share is PLN 50 (approx. €12).
  • Limited Liability Company in Poland requires minimum one shareholder and one director.
  • It is compulsory to have a registered office in Poland for the company being registered there.
  • A company in Poland must have a Management Board, which may consist of one or more members. Under Polish law, corporate bodies are not allowed to be members of the Management Board.
  • Every Polish company is required to register itself for the purposes of VAT, within 20 days of starting its business activity and it must open a bank account in Poland. The VAT registration is required to be submitted to the Tax Office and it also includes your company name and legal form, REGON number, date of commencement of business activity and registered office address in Poland.

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What is Company Registration Process in Poland?

To register a company in Poland you can appoint a legal representative who is appointed by power of attorney to perform the registration process. Before you start the process of company incorporation, it is mandatory to open a bank account in Poland, where the initial capital is deposited. To open a bank account in Poland the presence of the company’s founder might be required.

On completion of above procedures, the investors are invited to register the company at the National Court Register and then register for tax filing system.

Further, an application is made for an entry in the register of trade (wpis do ewidencjigospodarczej). You are required to choose one or more categories from the classification of activity in order to register your business.

Once a written confirmation of a trade registration is received from the concerned department, you are required to go to the National Statistics Agency (Glówny Urzad Statystyczny, GUS) to apply for a REGON number. The REGION is used on a number of other forms that will be filed in future, so you will be blocked without it.

After the REGON number is issued to your company, you will then need to register at the ZUS (social insurance) and apply for a tax number (NIP) at the tax office.

VAT registration for companies in Poland is only mandatory if the company performs activities in a field that is subject to VAT. For company registration for taxes in Poland, the documents required are the company charter or, the articles of association, the statistical number, the REGION certificate, an excerpt from the National Court Register and the bank certificate.

You also may be able to get a subsidy for setting up your business in Poland. For that purpose, you will need to address the department of business development (Wydzial Promocji Gospodarczej).

The subsidies offered and programs for the benefits to the investors change frequently.

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  • April 27, 2019