Establishing a business in Poland has become an attractive proposition for investors and entrepreneurs in Europe due to its strategic location, strong economy, and favorable investment climate. Whether you’re an EU citizen or a foreigner, Poland offers several opportunities for registering and running a business. This article provides a detailed guide on the process of company registration in Poland, along with the benefits, legal forms, and the necessary costs and documentation.
1. How to Register a Company in Poland?
Registering a company in Poland requires adherence to specific legal steps, especially for foreign entrepreneurs who are unfamiliar with Polish laws. The process, however, is relatively streamlined.
Key Steps to Register a Company in Poland:
- Choose a Legal Form: Entrepreneurs must choose from various legal forms of business in Poland (e.g., limited liability company, joint-stock company). More details about these forms are provided later in this article.
- Company Name and Business Activity: Choose a unique company name and specify the type of business activity (aligned with Poland’s PKD codes, which are equivalent to NACE codes).
- Register with the National Court Register (KRS): All companies must be registered with the KRS. This can be done online through the S24 system or manually, though online registration is much faster.
- Prepare Articles of Association: The Articles of Association must be signed in front of a notary in Poland and include details like the company’s business name, headquarters, share capital, and the method of management.
- Obtain Tax Identification (NIP) and Statistical Number (REGON): The NIP number is required for tax purposes, while REGON is a statistical identification number for businesses.
- Open a Polish Bank Account: Foreign investors are required to open a local bank account in Poland for the company.
- VAT Registration: Register for VAT if your company’s annual turnover exceeds PLN 200,000 (approximately €44,000) or if you plan to engage in certain VAT-applicable activities from the start.
- Hire Employees: If you plan to hire staff, you need to register with the Social Insurance Institution (ZUS) and comply with labor laws.
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2. Benefits of Setting Up a Company in Poland
Poland has grown to become one of the most business-friendly countries in Europe. There are several benefits to establishing a company in Poland:
- Strategic Location: Poland is centrally located within Europe, making it an excellent hub for trading and distribution. Businesses benefit from easy access to both Western and Eastern European markets.
- Skilled Workforce: Poland boasts a highly educated and skilled workforce. The country ranks among the top in Europe for the number of science, technology, engineering, and mathematics (STEM) graduates.
- Favorable Tax Conditions: Poland has relatively low corporate tax rates compared to many Western European countries. The corporate income tax (CIT) is set at 19%, with a reduced rate of 9% for small businesses with a turnover of up to EUR 2 million.
- Government Incentives: Several investment incentives are available, particularly in Special Economic Zones (SEZs), which offer tax exemptions and grants. These are particularly attractive for foreign investors.
- Growing Economy: Poland’s GDP has shown consistent growth over the last decade, and it is one of the largest economies in Central Europe.
- EU Membership: As a member of the European Union, companies registered in Poland benefit from free trade agreements, regulatory standards, and easier access to European markets.
3. Documents Required for Company Registration in Poland
When setting up a company in Poland, the following documents are necessary:
- Articles of Association: This document outlines the structure, purpose, and operating procedures of the company. It must be signed by all shareholders in front of a Polish notary.
- Proof of Identity: For foreign nationals, a passport is required. Polish nationals must present their national identity cards.
- Confirmation of Address: Proof of the company’s registered office address in Poland, which can be a physical location or a virtual office.
- Shareholder Agreement: This is mandatory for partnerships and companies with more than one owner, and it defines the roles, responsibilities, and ownership shares of each partner.
- Bank Account Confirmation: Proof of the company’s bank account in Poland, with details of share capital contributions from shareholders.
- NIP and REGON Applications: Applications for tax and statistical registration must be submitted after KRS registration. This can be done simultaneously during the company registration process.
4. Costs Required for Company Incorporation in Poland
The cost of registering a company in Poland can vary depending on the type of legal entity you choose and the services you require. Below is a breakdown of the general costs involved in company incorporation:
- Notary Fees: Fees for preparing and notarizing the Articles of Association and other necessary documents. These fees typically range between PLN 500 and PLN 1,000 (€100-€220).
- Court Registration Fees: The fee for registering a company with the National Court Register is PLN 600 (€130). Online registration through the S24 platform is cheaper, with fees around PLN 350 (€75).
- Legal Fees: If you choose to hire a legal advisor or a professional consultant to assist in the registration process, expect to pay around PLN 2,000-PLN 5,000 (€430-€1,080), depending on the complexity of the business.
- Share Capital: For limited liability companies (LLC), the minimum required share capital is PLN 5,000 (€1,080). For joint-stock companies, the minimum is PLN 100,000 (€21,500).
- Other Costs: You will also need to account for the cost of setting up a business bank account, obtaining a VAT number (if necessary), and any other additional services like virtual office space or accountancy fees.
5. Why Set Up a Company in Poland?
Poland’s business environment has developed rapidly, attracting investors for several reasons:
- Stable Economy: Poland has demonstrated resilience during global economic crises, showing consistent growth rates.
- Friendly Investment Climate: The Polish government offers various incentives, particularly in Special Economic Zones, to attract foreign investment.
- Part of the EU Market: Access to the European Union’s single market ensures that businesses operating in Poland have access to over 500 million consumers.
- Ease of Doing Business: Poland ranks relatively high on the World Bank’s Ease of Doing Business Index due to its business-friendly regulations, transparent legal frameworks, and improving infrastructure.
- Tech and Innovation Hub: Poland has emerged as a major hub for startups, particularly in sectors like information technology, e-commerce, and fintech.
6. Legal Forms of Polish Companies
Entrepreneurs can choose from several legal forms when registering a business in Poland, each with its own set of advantages. The most common forms include:
1. Sole Proprietorship (Jednoosobowa działalność gospodarcza)
- Best suited for freelancers and small business owners.
- Minimal setup costs, with no required share capital.
- The owner is personally liable for all business debts.
2. Limited Liability Company (Spółka z o.o.)
- The most popular legal form for foreign investors.
- Requires a minimum share capital of PLN 5,000 (€1,080).
- Offers limited liability to shareholders, meaning personal assets are protected.
3. Joint-Stock Company (Spółka Akcyjna)
- Preferred by large businesses and companies planning to go public.
- Minimum share capital requirement of PLN 100,000 (€21,500).
- Strict reporting requirements and governance structures.
4. Limited Partnership (Spółka komandytowa)
- Used for companies that want to combine limited and unlimited liability.
- The limited partner’s liability is restricted to the amount of their capital contribution.
5. Branch Office (Oddział)
- Suitable for foreign companies wanting to expand into Poland without setting up a new entity.
- The branch operates under the same legal framework as the parent company.
Frequently Asked Questions
Can a Foreigner Register a Company in Poland?
Yes, there are no restrictions for foreigners in establishing a limited liability company (LLC) in Poland.
How Long Does It Take to Register a Company in Poland?
There are two options for company registration: online registration, which typically takes between 1 and 5 days, and traditional registration through a notary, which can take between 2 and 8 weeks.
What Are the Company Registration Fees in Poland?
The official registration fee is 600 PLN. However, additional costs may arise, such as fees for sworn translations and legal consultations.
What is a KRS Number?
The KRS number is a unique registration number assigned to every company during the registration process in Poland.
What is the KRS Register?
The KRS (National Court Register) is Poland’s company registry, listing all registered companies. The registry is available online, and its data can be accessed free of charge.
What is a NIP Number?
The NIP number is the tax identification number in Poland, which also serves as the VAT number.
What Are the Corporate Taxes in Poland?
Companies in Poland are subject to a 9% corporate income tax on revenues up to 2 million EUR, and a 19% tax on revenues exceeding this threshold. Additionally, companies may benefit from a 0% “Estonian CIT” rate for profit retention.
Is It Necessary to Reserve a Company Name in Poland?
No, Poland does not offer the option to reserve a company name. The company name is selected in the Articles of Association and registered with the KRS.
Can a Single-Shareholder Company Be Registered in Poland?
Yes, it is possible to register a single-shareholder company. However, a company with a single shareholder cannot establish another single-shareholder company in Poland.
Can a Foreigner Serve as a Director in a Polish Company?
Yes, there are no nationality or residency restrictions for serving as a Director in a Polish company. Any adult with a clean criminal record can assume the role.
Can a Company Be Registered in Poland Remotely Without Visiting the Country?
Yes, a company can be registered remotely. This requires granting power of attorney to a legal representative in Poland who will handle the registration on your behalf.
What Is the Most Popular Legal Form for Companies in Poland?
The most common legal form for new companies in Poland is the limited liability company (spółka z ograniczoną odpowiedzialnością, abbreviated as sp. z o.o.), accounting for over 94% of newly registered companies.
What Is the Minimum Share Capital for a Polish Limited Liability Company?
The minimum share capital for an LLC in Poland is 5,000 PLN. In the traditional registration process, this capital must be paid before registration. For online registration, the capital must be paid within 7 days after registration with the KRS.
What Is the Polish Term for a Limited Liability Company?
In Polish, a limited liability company is called “spółka z ograniczoną odpowiedzialnością” and is commonly abbreviated as “sp. z o.o.”
Can Company Registration in Poland Lead to a Visa?
Company registration alone does not guarantee a visa. Additional requirements must be met, including preparing a viable business plan and fulfilling certain other conditions.
Are Accounting Services Required for Companies in Poland?
While technically not mandatory, using accounting services is highly recommended. The complexity of ongoing monthly reporting obligations makes it difficult for individuals without proper qualifications to handle these tasks independently.
