Choose the appropriate legal form for your business.
You have made a decision to start your new business in Poland. This is great news. Now, however, you must focus on a very important aspect, which is the choice of the appropriate legal form of the entity you are about to set up. The selection of the legal form appropriate to the planned business, the situation of partners and tax issues are of great importance. The most popular legal forms of conducting business in Poland by foreigners are undoubtedly: a limited liability company and sole proprietorship.
Depending on which form you choose, they may work different, for example:
- different tax consequences,
- different rules referring to liability for obligations arising in connection with running a business.
Once you know what legal form is appropriate for your business, you should determine which people will be partners of the company and who will sit in the company’s bodies. It does not have to be the case that all partners will be members of the company’s management board. It may also turn out that more people will join the management board than will actually own shares in the company’s share capital. It is your decision. Determine who is the business partner and who participates in its management and on what terms. These business arrangements will have a key impact on the wording of the company’s articles of association and its corporate governance rules.
Determine what will be the subject of your company’s activity.
The subject of the company’s activity is of significant importance. It is suggested that it should not be too narrow. However, it is not recommended to include in the subject of activity activities that will not be carried out by the company in the coming years. The advisor will check whether the subject of the company’s activity involves the need to obtain additional approvals, concessions or licenses.
Choose a name, check its availability.
Paradoxically, determining the appropriate company name can be the most difficult task on the list. When you provide us with the name you would like to give to your business, we will check whether such entity is already entered in the register, which could be an obstacle to entering your company into the register under an identical or too similar name.
Consider where your company will have its office.
Determine where your company will have an office in the first stage of its existence. You can benefit from the wide range of virtual offices, co-working spaces, as well as regular office spaces, which are available in Poland. Remember that your company’s substance, activities related to its day-to-day management and more, should be appropriate to the object of its actual operation.
Determine the capital of your company.
The share capital of a limited liability company should not be less than PLN 5,000. The share capital of a general partnership or limited partnership may amount to as little as PLN 1. In the case of registration of a sole proprietorship, there is no obligation to establish the amount of share capital.
Make a draft of the articles of association.
Depending on the composition of partners, board members, as well as preferred rules for managing the company’s affairs and its representation, together with our advisers you can determine what corporate rules should apply to your company. Depending on the complexity of your requirements, the limited liability company can be established using a template contract (in the electronic system S24) or in the traditional manner on the basis of a notarial deed including the articles of association (founding deed).
Collect all necessary documents for company registration.
Registration of a company requires the collection of basic documents. The list is de facto limited to identity documents or powers of attorney. However, for the purposes of opening a bank account or subsequent VAT registration, additional compliance documents must be collected.
Determine which bank you want to open a bank account at.
When deciding to open a company in Poland, it is worth thinking about choosing the right bank in advance. It should be remembered that the condition for starting cooperation with a given bank is to go through the compliance procedure, during which the identity of shareholders and members of authorities as well as their legal status are checked – all in order to compensate the regulations on counteracting money laundering and financing terrorism.
Determine who will be your accountant.
In the case of a limited liability company and a limited partnership, we are dealing with an obligation to keep accounting books. The same is the case with general partnerships, some partners of which are not natural persons. However, in the case of a general partnership or civil partnership of natural persons, as well as in the case of sole proprietorship, in principle, complicated bookkeeping (accounting books, „pełna księgowość”) is not required. In such cases, the tax book of revenues and expenses is kept.
Take care of tax registration, including VAT registration.
VAT registration is not an automatic process. To obtain the status of an active VAT taxpayer, you must go through the registration procedure, and also show what the company will do and what substance it has. All in order to eliminate VAT registration of entities that can be used to abuse the tax system. For this reason, a very important issue is full transparency of the company, its activities, business plan – in a word: full compliance with the law.