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.