Opening a Company in Poland

Are you an investor aiming to establish a new business or expand your existing firm in the flourishing European markets? Are you searching for the perfect location to set up your enterprise? If so, Poland stands out as an excellent choice for business growth or new ventures.

As the fifth-largest member of the European Union, Poland offers numerous advantages for company formation. The country boasts one of the lowest tax rates in the EU, has Special Economic Zones, and provides excellent infrastructural facilities. Moreover, Poland presents a variety of profitable sectors for business setup, including agriculture, manufacturing, and mineral extraction.

If you are considering entering the Polish market to establish your business, this article will guide you through the entire process of incorporating a company in Poland. It will also detail the eligibility criteria, necessary documentation, and the benefits of registering a company in this vibrant economy.

QUICK FACTS:

Here’s a quick overview of incorporating a company in Poland:

Company Types:

• Limited Liability Company (sp. z o.o.)
• Joint Stock Company (S.A.)
• Partnerships
• Sole Trader

Process:

• Choose a Business Name & Legal Form: Research available names and select your company structure (sp. z o.o. is recommended for most).
• Prepare Documents: Include the Articles of Association, information on shareholders and directors, and a registered office address.
• Register with the National Court Register (KRS): This can be done via a notary or the online system (S24).
• Open a Corporate Bank Account: Necessary for depositing the share capital.
• VAT Registration: Required for most businesses.

Costs:

• Registration Fee: Approximately PLN 600 (EUR 140).
• Minimum Share Capital: PLN 5,000 (EUR 1164) for a sp. z o.o.
• Formation Services: Ranging from EUR 1800-5000, depending on the provider.
• Virtual Office (optional): Around EUR 60 per month.
• Accounting Services (optional): Starting from EUR 100 per month.

TYPES OF COMPANIES IN POLAND:

Poland offers various business structures to accommodate different business needs.

Below are the main types of companies in Poland, along with their key characteristics:

• Limited Liability Company (Sp. z o.o.): Ideal for small and medium-sized businesses. The founders' liability is limited to the capital invested in the company.
• Joint Stock Company (S.A.): Another type of limited liability company where investors' liability is limited to their invested capital. This type can also be listed on the Stock Exchange.
• Partnerships: These include forms such as the limited partnership and the general partnership, with founders having varying degrees of liability.
• Sole Trader: The simplest business form but with the highest degree of personal liability for the founder.

ELIGIBILITY CRITERIA FOR COMPANY REGISTRATION IN POLAND:

Before registering a company in Poland, it's essential to understand the eligibility criteria and requirements set by Polish authorities. Here’s a summary:

• Business Structure: Choose the type of business you wish to incorporate. A limited liability company (Sp. z o.o.) is one of the most common structures. OnDemand International can help with setting up your Polish limited liability company.
• Minimum Capital Requirements: The required share capital varies by business type. For a Sp. z o.o., the minimum capital is PLN 5,000. For a joint stock company (S.A.), a minimum of PLN 100,000 is required.
• Registered Office Address: You need a registered office address in Poland, which will receive all legal and official notices. This can be either a virtual or physical office space. OnDemand International can assist in acquiring office space.
• Director: A minimum of one director is required, and it’s not necessary for the director to be a local resident.
• Shareholders: At least one shareholder is needed to register a company in Poland.

PROCEDURE FOR COMPANY REGISTRATION IN POLAND:

Here's a step-by-step guide for incorporating a company in Poland:

• Select the Business Structure: Choose the type of business organization that suits your needs. Options include Sp. z o.o. (Limited Liability Company), joint stock company, partnership, and sole proprietorship. Sp. z o.o. is the most commonly used structure in Poland.
• Choose a Company Name: Selecting a unique and compliant company name is crucial. OnDemand International can help you choose and reserve a name that meets regulatory requirements.
• Prepare the Articles of Association: Draft and sign the articles of association and incorporation documents. These documents should be in a notarial format, which requires a visit to a notary's office.
• Open a Corporate Bank Account: Set up a business bank account and deposit the required minimum share capital. For a Sp. z o.o., the minimum is PLN 5,000, while for a joint stock company, it’s PLN 100,000.
• Apply for Company Registration: Submit an application to the National Court Register (KRS), also known as the Company Register, including all necessary documentation. OnDemand International can assist with both the registration process and setting up your bank account.

DOCUMENTATION NEEDED FOR COMPANY FORMATION IN POLAND:

To proceed with company formation in Poland, you'll need to gather the following essential documents:

• Passport Copies: Clear copies of the passports for each director and shareholder are required. These serve as primary identification and verify the identities of those involved in the company.
• Proof of Address: Each director and shareholder must provide proof of their residential address. Acceptable documents include utility bills or other official documents that show the individual's address.
• Completed E-Signature Form and Agreement: As part of the registration process, you’ll need to fill out and submit the E-Signature Form and Agreement. This allows for the electronic signing of legal documents, simplifying the process.

Additionally, other documentation may be required depending on the specifics of your company registration.

BENEFITS OF COMPANY REGISTRATION IN POLAND:

Establishing a business in Poland offers several advantages:

• Access to the European Union Market: Poland's EU membership provides access to a consumer market of over 500 million people. This facilitates expansion and trade within the EU, allowing companies to reach a larger customer base and benefit from the free movement of goods, services, and capital.
• Favorable Tax System: Poland’s tax system supports investment and entrepreneurship with a corporate income tax rate of 19%, which is relatively low compared to other EU member states. Additionally, special economic zones in certain regions offer reduced tax rates and other incentives to attract foreign investment.
• Skilled Workforce: Poland boasts a well-educated and skilled workforce. The country’s emphasis on education produces a high number of qualified professionals across various fields, aiding businesses in recruiting talented individuals who can contribute to their growth and success.

TAXATION STRUCTURE OF COMPANIES IN POLAND:

Businesses in Poland are subject to various taxes, including corporate income tax, value- added tax (VAT), excise duty, customs duty, capital tax, and payroll tax. Here are the key tax rates for companies registered in Poland:

• Corporate Income Tax: The standard rate is 19%. However, businesses with annual sales revenue below two million euros can benefit from a reduced rate of 9%.
• Value-Added Tax (VAT): The general VAT rate is 23%. There are also lower rates of 8%, 5%, and 0% applicable to certain goods and services.
• Excise Duty: This tax applies to the production, sale, import, and intra-community acquisition of excise goods, including cigarettes, alcohol, energy products, passenger vehicles, and electricity.

WHY CHOOSE EUROPE STUDY?

Starting a company in Poland offers numerous advantages, including a favorable business environment, access to the EU market, and a skilled workforce. By gathering the required documents, meeting the eligibility criteria, and understanding the benefits of company registration in Poland, you can position yourself for success. Poland provides many opportunities for growth and development, appealing to both domestic entrepreneurs and international investors. Take the necessary steps for company formation in Poland and capitalize on the opportunities this dynamic country presents.

Our team of experts at Europe Study is here to assist you throughout the registration process, making each step as smooth as possible. We will handle the registration of your company and ensure you have all the necessary documentation. Contact us today to start your company in Poland.