Do you want to open a company in Poland?
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Register a company in Poland
Poland has a lot to offer. It’s the perfect place for a weekend getaway, a skiing trip, or a peaceful beach escape. From impressive natural beauty, to rich history and mouthwatering food. Moreover, Poland is among the fastest-growing economies in the European Union. It is also often chosen by foreigners as a destination to open their business and register a company in Poland.
If you are considering opening a company in Poland you shall know that there are various legal forms in Poland:
- sole trader;
- general partnership;
- Polish civil partnership;
- limited liability company;
- joint stock company;
- limited partnership;
Read more about Poland and available legal forms if you want to open a company in Poland.
Types of companies in Poland
There are various legal forms available when foreigner opens business in Poland: (types of companies in Poland)
- sole trader;
- general partnership;
- Polish civil partnership;
- limited liability company;
- joint stock company;
- limited partnership.
If you wish to open a company in Poland you shall obtain more information about types of corporations available in Poland and what are the differences in those legal forms. When deciding which type of Polish company you shall choose take into account following aspects:
- costs of incorporating this legal form in Poland;
- liability of the shareholders, partners;
- minimum share capital – Polish legal entities have different min. share capital depending on their legal form;
- tax;
- accounting;
If you wish to obtain more information about types of business in Poland, please find here more details about types of Polish companies.
Set-up a Polish LLC
Before the company is registered there are several things that you shall consider – besides choosing the appropriate type of Polish company.
One of the first things to consider is choosing a right name for your entity. It has to be available – that is why ask our team if the name you are planning to use for your company in Poland is available.
Minimal share capital of a limited liability company is PLN 5.000 – but you may decide to incorporate a Polish company with a higher share capital. Please remember that the share capital shall be paid up. We may also help you with opening a bank account for your company in Poland.
Make sure that you have an address (using virtual office address) or actual property under which you wish to register your company. It is an obligation that the company has its seat in Poland. We may also help you with finding a right registered address for your company.
Gather details of the board members and shareholders. Draw the articles of association of your company in Poland which must include objects of your company including Polish Classification of Activity – PKD.
You will find a step by step guide of how to register a Polish limited liability company here.
Taxation of Polish limited liability company (spółka z o.o.):
- spółka z o.o. is subject to 9% or 19% corporate income tax;
- capital gains are taxed at 19% rate;
- dividend payments are in principle subject to 19% income tax, although exemptions may apply;
- Poland is a party to many double taxation avoidance treaties, according to which dividends paid from Poland may be effectively tax-free in Poland or taxed at a lower rate.
Sole Trader
A sole trader is a self-employed person who owns and runs his/her own business as an individual. A sole trader business doesn’t have any legal identity separate to its owner. As a sole trader you will be legally responsible for all aspects of the business. You’ll generally make all the decisions about starting and running your business and you can employ people.
- simple to set up and operate;
- complete control of your assets and business decisions;
- fewer reporting requirements;
- unlimited liability which means all your personal assets are at risk if things go wrong.
The owner of the business always has full authority to represent himself as a sole trader. Sole traders can have employees. As the owner of a one-man business you are responsible for everything concerning your enterprise; for every legal act and all its assets and liabilities. No distinction is made between private and business property. Thus, business creditors can seek recovery from your private property and private creditors from your business property. If your one-man business goes bankrupt, you yourself go bankrupt as well. If the owner of a one-man business should be married in a community of property regime, the creditors may also lay claim to the partner’s property.
Open a joint stock company in Poland
This legal form is suitable for large enterprises or companies planning to enter the stock market. It is a compulsory form for certain business types (banks, insurance companies).
This type of a company has three main bodies:
- management board – which represents the company;
- shareholders – in other words the owners; and
- supervisory board – there are at least 3 members or 5 members in public companies.
The liability of the shareholders of a company is limited. Shareholders’ personal assets may not be seized to repay the debts of a company.
You will find more information on how to register a joint stock company in Poland here.
Taxation of Polish joint stock company (spółka akcyjna):
- spółka akcyjna is subject to 9% or 19% corporate income tax;
- capital gains are taxed at 19% rate;
- dividend payments are in principle subject to 19% income tax, although exemptions may apply;
- Poland is a party to many double taxation avoidance treaties, according to which dividends paid from Poland may be effectively tax-free in Poland or taxed at a lower rate.
Limited partnership in Poland
There are at least two partners in a limited partnership in Poland. The role and responsibility of those partners differs. If you want to open a limited partnership in Poland you need to know that General Partner is liable for company’s obligations without limitations. However, Limited Partner’s liability is limited up to the so-called limited liability amount (suma komandytowa). The General Partner manages the limited partnership, as well as represents it. The Limited Partner does not represent the company, he receives income from the company.
When registering a limited partnership in Poland remember that it does not have legal personality, it is a personal partnership. However, it shall be noted that it possesses a legal capacity and may in its own name acquire rights, including ownership of immovable property and other rights in rem, incur obligations, sue and be sued.
Read more if you want to register a limited partnership in Poland here.
Taxation of Polish limited partnership (spółka komandytowa):
- spółka komandytowa was tax transparent for the income tax purposes until 2020;
- starting from 2021 spółka komandytowa is subject to 9% or 19% corporate income tax (CIT);
- capital gains are taxed at 19% rate;
- starting from 2021 profits paid from these companies are taxed with 19% income tax on the level of partners.
Polish Civil Partnership
Polish civil partnerships are regulated in Polish Civil Code. It is one of the simplest form of running a business in Poland. It is not complicated to open a Polish civil partnership. Civil partnership is often used to run small business. There is no need to register a Polish civil partnership in the National Court Register but prior setting up a Polish civil partnership partners must register themselves in the Polish Business Activity Register.
It shall be noted that a civil law partnership does not have legal personality, which means that partners are responsible for all rights and obligations of the partnership.
Polish civil partnership must be established by at least two natural or legal persons and requires no minimum share capital.
If you want to register a Polish civil partnership contact our experts or read more here.
General Partnership
General partnership is an association of two or more persons which was established with the goal of earning a profit. The owner of the partnership may be an individual as well as a legal entity. Partners agree to share in all assets, profits, and financial and legal liabilities of a jointly-owned business. In a general partnership, partners agree to unlimited liability, meaning liabilities are not capped and can be paid through the seizure of an owner’s assets. Furthermore, any partner may be sued for the business’s debts.
- unlimited personal liability. The business is carried out on the owners’ own account and at their own risk;
- owned by at least two people. (Natural and/or legal persons);
- no requirement for invested capital.