Types of companies in Poland

Below you will find a bit more details about incorporating a company in Poland and specific information about each type of available forms.

Limited liability company (open company in Poland)

  • the company may have objectives freely chosen when opening a limited company in Poland – as long as they are allowed by law;
  • the company may be established by an individual or another company, with the reservation that another single member company may not be a sole shareholder;
  • there are no limitations as to the residency or nationality of the shareholders (foreigners open company in Poland); 
  • minimum share capital proscribed by law is PLN 5.000;
  • it is a legal entity with legal personality;
  • the company is liable for its debts and obligations;
  • shareholders liability is limited to the value of shares contributed;
  • company is subject to CIT – corporate income tax;
  • possible to open a limited liability company in Poland online or via a notarial deed (standard procedure);
  • represented by management board;
  • cost to open a company in Poland can be established upfront – contact us.

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 generally are 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.

Joint stock company (open company in Poland)

  • usually used for larger business;
  • may be incorporated by one or more persons, but as per the LLC may not be incorporated by a single member company;
  • minimum share capital PLN 100.000;
  • it is a legal entity with legal personality;
  • shareholders liability limited up to the value of shares held;
  • shareholders – no limitations as to the residency and nationality when foreigner opens business in Poland
  • company is subject to CIT – corporate income tax;
  • represented by management board;
  • obligatory supervisory board;
  • open company in Poland cost for a joint stock company find 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 generally are 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 (open company in Poland)

  • bodies: general partner (komplementariusz) – natural or corporate, limited partner (komandytariusz) – natural or corporate;
  • each general partner is liable to the creditors for the obligations of the partnership without limitation;
  • general partner represents the partnership;
  • limited partner – no limitations as to the residency and citizenship of the LP – foreigner opens business in Poland;
  • liability of the limited partner is limited to the sum declared in the partnership agreement – suma komandytowa;
  • the company has legal capacity;
  • the company does not have a legal personality;
  • no minimum share capital.

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 (open company in Poland)

  • legal entity without legal personality;
  • used for small businesses in Poland;
  • no minimum share capital;
  • at least two founders;
  • common economic objective prescribed in the deed of partnership;
  • each partner is jointly liable for the debts and obligation of the partnership – unlimited liability . 
  • represented by each partner;
  • foreign investors who wish to open a business in Poland in the form of a civil partnership shall remember that this form of running a business may be exercised only by persons entitled to act as sole traders on the territory of Poland.
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