Company registration in Poland
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Company registration in Poland

Last updated February 08, 2017

The economic development of Poland offers many opportunities for setting up new businesses. Economy in Poland is rather flourishing, especially due to its private business sector. Investors can access subsidies and tax allowances, and there are special economic areas (Specjalna Strefa Ekonomiczna) within which development incentives are offered. So, the Polish government encourages foreign investments in Poland by signing Double Tax Treaties with a large number of countries and by offering a wide range of incentives for entrepreneurs who decide to come from abroad and start a company in Poland.

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When it comes to attractiveness, Poland is the eighth country in a top of preferences of foreign investors. The main industries in Poland are auto, coal mining, chemicals, shipbuilding, food processing, beverages and textiles. It is estimated that 36% of the foreign capital is invested in manufacturing. The other main sectors that attract capital to Poland are financial services, transports, logistics and data transfer. Polish agriculture is an area that begins to represent an increasingly more attractive investment opportunity. Also, due to the high growth of Polish economy in recent years, the real-estate market is another area that cought the investors’ attention. Germany is the main investor when it comes to company formation in Poland.

Company registration procedure

Types of companies in Poland

Many entrepreneurs decided to invest in Poland choose a Sp. z o.o. (Limited Liability Company) as the structure most suited for their business purposes. Like in many jurisdictions, this type of business structure is the most popular in Poland. As a particularity, the incorporation of a SP.z.o.o requires a minimum share capital of 5000 PLN (about €1.250)., divided into non-transferable shares. At least one shareholder, one director and a registered office are necessary for company formation in Poland. The liability of its members is limited by their contribution to the capital.

If the investors have a higher capital and want a business that can increase its capital by registering its shares at the Stock Market, they can incorporate a Polish S.A. (Spolkaakcyjna – Joint-Stock Company). In order to do so, it is necessary to provide at least 50.000 PLN for this type of company formation in Poland. The liability of its members is limited by the contribution to the capital.

Other forms of entities are the partnerships where it is compulsory for at least two parties to join in order to set it up. There are several types of partnerships in Poland such as the general partnership (where all the partners are liable for the entities actions equally and can split the profits among them) and the limited partnerships (formed by a general partner and a silent partner who has to deliver capital and has his/her liability limited by that contribution).

The company registration procedure

Starting a limited liability company in Poland requires at least one shareholder and one director are required for company formation in Poland and it is compulsory to have a registered office for the respective company. The management board of the limited liability company consists of one or a number of natural persons, who can be, but not necessarily should be, shareholder or a proxy of shareholder in case the shareholder is the legal person. Management board is elected by the General Assembly with exception of instances mentioned in an agreement. If the only shareholder is the only member of management board at the same time, all of his/her resolutions must have a form of notary deed. They are optional, if the capital is not larger than 500 000 PLN and the number of partners is not higher than 25.

Company registration in Poland can be performed by a legal representative who is appointed by power of attorney. Before starting the process, it is mandatory to open a bank account where the initial capital is deposited. This procedure might require the presence of the company’s founder, but it is also possible that the foreign investor finds a bank in his own country that can help him open a bank account at the Central Polish Bank without the necessity to travel to Poland.

After preparing the above procedures, the investors are invited to register at the National Court Register and then register for tax filling system. So, further registration process is an application for an entry into the register of trade (wpis do ewidencji gospodarczej). To register a business, you need to choose one or more categories from the classification of activity. After you receive a written confirmation of a trade registration, you have to go to the National Statistics Agency (Glówny Urzad Statystyczny, GUS) to apply for a REGON number. The REGON is used on a number of other forms so you will be blocked without it. You will then need to register at the ZUS (social insurance) and apply for a tax number (NIP) at the tax office.

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

You may be able to get a subsidy for setting up your business. You will need to address the department of business development (Wydzial Promocji Gospodarczej). The programmes and subsidies offered change frequently. If you are an EU citizen, you should find out what EU-programmes are available.

If client is not European Union citizen our specialists may assist you applying for a business visa.

Our Polish company formation specialists can provide consultancy related to the corporate tax and dividend tax paid by businesses in this country. To speed up the process it is possible to buy already registered polish company which can carry out business activities the same day. Our professionals can help you with registration of a company in Poland and will examine your needs and give advice on the management structure of the company. They will also help to arrange the documents and open a bank account for your company. All formalities may be fulfilled using email upon signing the agreement on services. The details of registration procedure and prices are discussed with each client individually.

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