Open a company in Poland
Wide experience in incorporating companies in Poland.
Our experienced team will help you open a company in Poland. We have a wide experience in setting up companies in Poland in all available forms. If you need help to register yourself as a sole trader our experts will also be happy to help you. We will help you with all the required formalities for Polish company registration.
If required the process may be done remotely. It is possible to open a company in Poland via standard form i.e. by visiting a notarial office and signing articles of association in a notarial deed form. Another way on opening a company in Poland is via online registration system – s24. Both processes may be done remotely. Articles of association in a notarial deed form may be signed by an attorney based on the power of attorney, whereas signing of the articles of association via an online system is done via Profil Zaufany.
We may also introduce you to firms providing any kind of services required while running business in Poland such as virtual office address, bookkeeping, administrative support etc. If you are interested in buying a shelf company, in stead of registration of a Polish company, we may also help you. Ready-made company will give you a quick opportunity to star business in Poland and European Union. Companies that we offer are dormant, have not conducted any activities. If required the company may be registered for VAT purposes. We also have good contact with bank representatives who may help you with opening of a bank account for your Polish company. PLA. partners is a full service company and will provide you with tax and legal advice when required, we may also arrange a conference call if it is more convenient. Our office is located in Warsaw and we provide assistance to Polish and international entrepreneurs.
Poland is a land of striking beauty, here you will find great forests, rivers, sea and tall mountains. Warsaw, the country’s capital, combines modern buildings with historic architecture, since World War II the capital has been restored. It is a politically stable country which attracts foreign investors. Polish company registration will allow you to take advantage of European Union market.
If done well Polish company registration process, especially via online system does not take long. Polish company registration may take one or two business days from the date we are provided with all the required information regarding your company. Polish company registration will go smoothly if we have full knowledge on the planned activities of the company, details of shareholders and directors, details of the share capital and amount of shares that are to be issued, proposed name of the Polish company. Due to the fact that we have a practical experience in incorporating companies in Poland our team will obtain all declarations and information from you that are required by the court straight form the beginning. Our experts will provide you with a comprehensive list of information and documents that you need to gather so that your company may be registered and fully functioning within the shortest available time. Polish company registration process is simple if coordinated and run by PLA.partners experts.
Open company in Poland – Our experts have a wide experience in incorporating companies in Poland
Poland is a country of development and possibilities. Breathtaking nature: Tatra Mountains, Baltic Sea, flowery meadows or traceless forests. Poland, is often chosen by the international investors as a place for running of their business. There are many advantages for entrepreneurs who want to start business in Poland. Numerous companies which seek steady conditions for development have started to take a serious interest in the Polish market. Firstly, because the country enjoys an uncommon and highly attractive economic stability and secondly because of one of the unique strength of Polish human capital. There are several forms of running a business in Poland – from the most simple form which is sole trader to more complex like joint-stock company. Our team will explain you differences between all the available forms, what formalities does one have to fulfill in order to incorporate each company, what are advantages and disadvantages of each form. We will be happy to explain you how each company in taxed.
We may help you with setting up any type of business which is available under Polish legislation. We have helped our clients in forming following entities:
- sole traders – if you start working for yourself, you’re classed as a sole trader. This means you’re self-employed. Here are some characteristics of sole traders: running of business for oneself and take responsibility for its success or failure, selling goods or services to make a profit, making own decisions of where and when one does its work, ability to hire other people;
- general partnership – a general partnership is the most common type of partnership. It refers to a relationship in which all partners contribute to the day-to-day management of the business. Each partner will have the authority to make business decisions and even legally bind the company in contracts. In most cases parents bare same liabilities, make similar contributions and have equal responsibilities. Details regarding the relationship between the partners is stated in partnership agreement;
- limited liability company – most common form of running a business. This form of company can be established relatively simple and quick. Shareholders may be either Polish residents or foreign, natural or legal persons.The following steps need to be taken into consideration before establishing a Polish LLC: drafting the Articles of the Association and registration with the Commercial Register;
- limited partnership – type of partnership where we may find two types of parters. Limited partners are only responsible for contributing capital towards the enterprise and are only liable for debts up to that amount. General partners are liable with their entire assets, but are fully responsible for running the company. In this regard, a limited partnership can be seen as a hybrid between a partnership and corporation;
- registered partnership – minimum of two individuals or corporate bodies form registered partnership. Each partner is liable without limitation, for the debts and obligations of the partnership, jointly with other partners and the partnership, to the extent of their entire property;
- joint-stock company – It is a form of activity suitable for large enterprises or companies planning to enter the stock market.Its partners are shareholders holding a certain number of shares entitling then to receive a specifies part of the dividend;
- limited joint-stock partnership – a company in which at least one partner (general partner, komplementariusz) shall bear unlimited liability towards the creditors for obligations of the partnership and at least one partner shall be a shareholder. General partners are “active” partners, they represent the partnership;
- European company – a European Company (SE) is a public limited-liability company which is governed by Community law directly applicable in all member states.
- foundation – a non-membership organization established by a founder (who provides the initial endowment) that pursues economically and socially beneficial objectives subject to the essential interest of the Republic of Poland;
- association – the Law on Associations defines an association as a self-governing, lasting (membership) organization, formed of free will and with a nonprofit motive. Associations may be formed by Polish citizens or by foreigners who are domiciled in Poland;
- branch – a branch office of a foreign company is a physically separated part of business of the parent company, yet it is not a separate legal entity. As the branch is not independent in its economic relations, it is obliged to run business only in the scope of business of the parent company;
- representative office – the scope of the operation of the representative office of a foreign business may include only the activities in the field of advertising and promotion of the foreign entrepreneur.
How to open a company in Poland?
There are two ways of registering a company in Poland. One way of setting up a business in Poland is via online registration system – s24. There are many advantages of incorporating a company in this form such as: lack of notary costs, lower legal fees, quicker registration. Disadvantage of this process is that shareholders may not agree freely on the wording of he articles of association . The model articles shall be adopted. Another way is traditional way, registration via visit of a notarial office. In this case the costs of registration will be higher due to the fact that the execution of a notarial deed will costs, moreover registration fees are higher. However, the articles of association may be complex and tailored made. Following from the above online registration is useful for shareholders who want to set up standard companies, those who are looking for more complex solutions do it in front of a notary
Steps to form a company in Poland:
- choose appropriate form – as stated above there are several form in Poland available for running of a business. Investors shall decide which is most appropriate form of business for them: limited liability company, limited partnership, limited joint-stock partnership, joint stock company. Those forms differ among themselves in relation to among others: minimum share capital, liability of partners or shareholders, ability to represent the company, supervisory bodies, taxes.
- gather details of shareholders and board members – at least following details are required for the company incorporation: names, last name, date of birth, PESEL number (if one holds), residential address, marital status;
- choose appropriate name – In case of companies entered in the KRS, different rules apply depending on the form of the company
- registered partnership – the name must include the last name of at least one partner;
- limited liability company – the name does not have to include the names of shareholders – the name, in principle, may be freely chosen;
- limited partnership (spółka komandytowa – sp. k.) and a limited joint-stock partnership(spółka komandytowo-akcyjna – s. k. a.) – the name must include the last name of the general partner.
Each name must be unique – it cannot be the ‘same as’ or ‘too like’ the name of an existing company. The name of the entity cannot mislead as for the scope of its activity.
Our team will help you with finding out whether name you wish to use is appropriate, meets legal requirement and whether it is still available.
- choose address – address of the company has to be within the territory of Poland;
- decide on the activities of the company (PKD) – at the time of registration of the company the shareholders have to specify what activities will the company conduct – those have to be specified in accordance with Polish Classification of Activities. It’s basically a catalogue of socio-economic services provided by business entities. The PKD code must be provided by both self-employed persons and companies. If you are registering a company in the KRS, you can indicate a maximum of 10 PKD codes(although there is no limit on PKD codes listed in the Articles of Association).;
- agree on the wording of the articles of association;
- fill out the registration forms – our team will help you with preparation all the formalities required for the company registration;;
- submit application for the registration of your company to appropriate district of the National Court Register.
Setting up a company Poland – we will coordinate whole process of your company incorporation
Our team has a wide experience in incorporating companies in Poland. Due to our practical experience will will be help to provide you with all information required so that the registration process is done smoothly. There are several things that need to be decided upon at the time of incorporation – our team will inform you beforehand of all the things that you shall consider before proceeding with registration of a company in Poland.
Our team will help you along the way including:
- drafting the articles of association – there are two ways of incorporating a company in Poland – via online registration system and via traditional way in a notary office. If you choose to register a company via online system the process will be quicker – the company may be registered even within 24 hours from the date of submission of the application – but in this case the wording of the articles of association may not be freely chosen. There are model articles that shall be adopted. There are some choices that may be made as to the wording of the articles of association but they are very limited – the articles of association of a company registered in the online registration system are based on the model articles. Adoption of the articles of association in the notary office allows shareholders to freely chose the wording of the articles of association. Our experts will help you decide whether online registration is for you. Usually simple companies with one or two shareholders who do not have to have special rights or powers may be incorporated via online system. However, in more complex structures with different classes of shares, or individual rights it will be required to have company’s articles adopted at the notarial office;
- checking name availability – in principle the shareholders may freely decide on the name of the company, however it is important that the name you are planning to use is available. Our team will help you find out whether name that you chose is available. It is important to check name availability beforehand because the registry may deny registering a company under name which is already used by a company which is registered in the national Trade Register. There are also certain name requirements for different legal forms:
- registered partnership – the name must include the last name of at least one partner;
- limited liability company – the name does not have to include the names of shareholders – the name, in principle, may be freely chosen;
- limited partnership (spółka komandytowa – sp. k.) and a limited joint-stock partnership(spółka komandytowo-akcyjna – s. k. a.) – the name must include the last name of the general partner.
- verifying virtual office agreement or rental agreement – each company has to have registered address in Poland. If you do not have any property at which the company may be registered our experts will be happy to introduce you to our business partners who provide virtual office address services. If you have already chosen a company with which you wish to cooperate our team will review the agreement and make sure your interest is protected;
- organizing meeting with the notary – our team upon drafting of the articles of association, will discuss the wording with you and will set up a meeting with the notary. The notary will obtain draft articles beforehand so that signing of the articles of association will be just a formality;
- filling out and submitting forms required for the registration of your company (in KRS);
- obtaining VAT number.
Company formation in Poland – Why PLA.partners
PLA.partners is a law and tax office, business advisors, and corporate service providers.
We are a group of experienced lawyers specialising in providing legal services to entrepreneurs, particularly in the area of civil, commercial, administrative and tax law.
In our daily work, we provide comprehensive legal services, representation before courts as well as representation before administrative and tax authorities.
For many years, we have been supporting our clients in running, developing and protecting their businesses. The value of our company is cooperation based on relationships, understanding and trust.
- Commitment to our Clients – whatever the size of the project, we are fully committed. We approach each case individually and with the utmost care.
- Seeking comprehensive solutions for our Clients – we realise that implementing legal solutions always requires knowledge of the specifics of conducting business in a given industry. We never lose sight of the characteristics of the industry in which our Client operates. We provide solutions to meet specific business needs.
- Quality of our services – we treat our experience as capital, which results in high quality of our services. The capital that we have managed to develop during many years of work by members of our team in the ranks of PLA.partners, and previously also in other renowned Polish and foreign law offices, tax offices and large companies.
Over the years we have carried out both national and international projects. Our lawyers cooperate with highly regarded specialists in accounting, business valuation, compliance, as well as with reputed foreign law and tax offices.
We have a wide experience, which we use successfully in the following areas:
- Legal and tax advice – comprehensive legal services, representation before courts, representation before administrative and tax authorities, tax support in the day-to-day operation of companies, as well as in transactional processes.
- Providing services to entrepreneurs on strategic matters – we advise on key corporate, business and tax issues, whether to shareholders, investors or managers.
- Conducting divisions, mergers and transformations of companies – we plan and implement processes of creating new business ventures and reorganising existing ones, both in Poland and abroad.
- Asset protection – we advise on securing company and private assets. We help to implement solutions to prepare the company for unexpected events, secure real estate, intellectual property and other key assets.
- Dispute resolution – we handle commercial disputes at every stage, from pre-litigation to litigation or arbitration. We implement preventive measures aimed at avoiding participation in open legal disputes.
- Corporate services for companies, foundations, trusts – we create and then provide comprehensive services for corporate entities in Poland and abroad. We work with reliable foreign partners. We assist with compliance obligations as well as supporting clients in communicating with banks.
- Advice on inheritance and family business aspects – we support our clients in preparing their business and loved ones for the inheritance. We advise on and implement projects to adapt the legal aspects of the business to the transfer of control to the next generation.
- Real estate transaction services – we carry out real estate transfer transactions, support investment processes, conduct legal audits, and provide comprehensive legal services to real estate owners, including lease and tenancy.
- Conducting transaction processes, M&A – we represent the interests of our Clients in the acquisition and sale of enterprises and independent assets of significant value. We provide services from the negotiation stage, through the due diligence process, to the phase of agreeing transaction documentation and full completion of the process.
- Handling private equity funds, venture capital, handling start-ups – we support in investment processes, both on the side of the investor and the founders. We help prepare companies for the investment process, providing participants with the highest level of legal security for the entire transaction.
PLA.partners means:
- over 15 years of experience;
- many satisfied clients;
- comprehensive advice: tax, legal, business;
- practical, extensive experience in incorporating business in Poland – any available forms under Polish legal system;
- English speaking team;
- attention to details;
- fast and effective advice.
Setting up a company in Poland – Our services
Poland is getting more popular among foreign investors. Not only due to its political stability but also due to the fact that Poland is member of the European Union. There are various types of companies available to be incorporated under Polish legislation. The most simple form is a sole trader. Sole trader is an individual running a business. It is the simplest and cheapest business structure. Sole trader is the sole owner of the business, has full control over it and manages the business himself/herself. He/she is responsible for all aspects of the business including debts and losses, which can’t be shared with other individuals. It is also important to note that sole trader may employ workers, but cannot employ himself/herself. The most popular form of running a business as a company is a limited liability company. This entity may be incorporated by one or more shareholders. There is also another body in this entity – board members. Shareholders may also be members of the board. Big advantage of Ltd. is lack of liability for company’s debt of its shareholders. Their liability is limited up to the amount of unpaid shares. The board in a body having a right to represent and bind the company, but at the sam time board members in some situations may be responsible for company’s debt. Our experts will be happy to explain you all the details regarding functioning of limited liability company.
Another popular form of companies incorporated in Poland are limited partnerships. This form differs from LLC because it has two type of partners – general partner and a limited partner. General partner represents the company but may be liable for company’s debt, whereas limited partner is a partner that invests in the company but his liability is limited up to the amount of paid up shares (suma komandytowa). Besides forms briefly described above there are also another options under Polish legislation. Our experts have a wide knowledge and board experience in setting up all forms of companies in Poland. We will be happy to assist you through all the steps connected with company incorporation. Especially when making a first step connected with choosing appropriate legal form. Our firm is a “one stop shop” – we will coordinate whole incorporation process including.
Beside registration of companies we provide all ancillary services connected with maintenance of you company, registration of ultimate beneficial owners or if required setting up a branch.
- registration of company in Poland (limited liability company, joint stock company, limited partnership, registered partnership) – including advice connected with choosing appropriate legal form, discussion how the decisions in company are being made, the role of shareholders, board member, information whether any supervisory board is required etc. ;
- registration of branches, representative offices etc.
- sale of ready-made companies – shelf companies – we do have ready made companies at hand, that are ready do conduct business straight away, if required the company may be registered for VAT purposes, our companies are dormant, have not conducted any activities;
- virtual office address – each company has to have an office in Poland, our team may help you sign a virtual office agreement or if required a real office. We may also review any lease agreements for you.;
- accountancy services;
- registration of beneficial owner(s) in the register – CRBR -on 13th October 2019 was launched the Central Register of Beneficial Owners in Poland. The Register is a source of information about beneficial owners, i.e. natural persons who control commercial law companies. Failure to submit the data to the Register is subject to a fine of up to PLN 1 million. Our experts will submit declaration for you so that you do not have to worry about potential fines.
Opening branch in Poland
How to open branch and representative office in Poland?
Firstly, you have to decide what form of the activity is the most suitable for your planned activity in Poland. Branch of the foreign company may conduct business activity only within the scope of the foreign entrepreneur’s activity while representative office may only conduct activity in the field of advertising and promotion of the foreign entrepreneur.
This is very important business, because that means that representative office is only suitable if you want to promote your company in Poland.
Who can open branch or representative office?
Entities from most countries in the world can start this type of activity in Poland on the basis of reciprocity, unless ratified international agreements provide otherwise. There is no minimum capital requirement if you want to have branch or representative office in Poland.
What do I have to do?
Both of these forms of conducting activity in Poland requires registration. Branch must be registered in the national court register and representative office in the register of representative offices of foreign entrepreneurs. You will be able to start activity only after registration is fully completed.
Also, the foreign entrepreneur will have to appoint person authorized to his representation in the branch or representative office.
What documents do I have to prepare?
That depends on the case, but mainly you will have to provide to polish authorities such documents as articles of association, excerpt from the registrar of companies and a decisions of company’s authorized bodies to start a business activity in Poland in the form of branch or representative office.
As there anything important I have to remember?
If you decide to have representative office in Poland you have to remember that you can set up this office for two years only. If you want to have representative office for longer time in Poland, you will have to submit to the authorities a motion to extend the entry within the last 90 days before expiration of the previous entry.
Also, as the branch and representative office are not legal persons and have no legal capacity, foreign company is fully responsible for their branch/representative office obligations.
How long does it take to register branch or representative office in Poland?
The procedure does not take long. Usually, proceeding before authorities last about 3-4 weeks if you prepare and submit all the necessary documents with their sworn translation.
What about taxes?
This type of activity is subject to income tax with respect to income earned in the territory of Poland, unless something else results from the wording of an international agreement on the avoidance of double taxation. Sales or supplies of services carried out through the branch/representative office are subject to value added tax.
And if I am interested in the other type of running activity in Poland?
Branch or representative office is not the only way to conduct business activity in Poland. Opening a company which will be independent (with regard to responsibility) body from foreign company is also possible for most of the entrepreneurs in the world. There are many ways to conduct business activity in Poland.
Our experts will help you with any changes that you have to make to your company in Poland including:
- name change;
- board members change – appointment and dismissal of board members;
- address change;
- change of the objects of the company;
- articles of association changes.
Open company in Poland – how we can help you?
PLA.partners is a team of lawyers and tax advisors who will be happy to assist you if you need help with registering a company in Poland.
PLA.partners also provides services connected with:
- increase and decrease of the share capital;
Company’s capital if often increased for the following reasons:
- creation of new shares and their acquisition by existing or new shareholders;
- increase in the nominal value of existing shares.
If a company wants to create new shares, it can increase the capital of the company by “allotting’ new shares. This usually occurs when a corporation wants to raise additional funds without requiring existing shareholders to sell any of their shares. Share capital is often also increased in order to raise Polish company’s credibility in the eyes of the clients or in connection with the investment plans. However, issuing new shares will dilute the percentage of ownership and control of the current owners.
- division, transformation and merger of companies – when running a business often shareholders have to decide to make corporate changes to their companies. It would be a division for example of a company to two. This is often done in operating business when shareholders wish to protect their assets and decide to have it separated from operating business which might be risky. As stated above it is important from the beginning to make an informed decision which legal form to use when starting a new business but sometimes circumstances change and the form that was appropriated at the start of the business is not appropriated any more and the company needs to be transformed for example a limited liability company into a limited joint-stock partnership;
- cross border merger – cross-border merger is the coming together (“merger”) of two or more companies (or partnerships) which are incorporated in at least two different countries. Cross border merger in the European Union is regulated by the 2005 European Directive on Cross-Border Mergers of Limited Liability Companies, which is transposed by EU member states into national law;
- liquidation, dissolution.
PLA.partners services:
- Legal and tax advice – comprehensive legal services, representation before courts, representation before administrative and tax authorities, tax support in the day-to-day operation of companies, as well as in transactional processes.
- Providing services to entrepreneurs on strategic matters – we advise on key corporate, business and tax issues, whether to shareholders, investors or managers.
- Conducting divisions, mergers and transformations of companies – we plan and implement processes of creating new business ventures and reorganising existing ones, both in Poland and abroad.
- Corporate services for companies – we create and then provide comprehensive services for corporate entities in Poland and abroad. We work with reliable foreign partners. We assist with compliance obligations as well as supporting clients in communicating with banks.
If you need any help connected with incorporation of a new business or legal or tax advice connected with running of your business please get in touch with our experts.
Register a company in Poland FAQ
Cost to open a company in Poland?
Thera are different ways of incorporating a company – online or via standard form – notarial deed. Costs defer depending on which option you choose. Online company incorporation costs from EUR 999 net, plus authorities cost which is PLN 350. Incorporation at notarial office costs EUR 1199 net, plus authorities costs PLN 600 and costs of the notary. Notarial costs vary depending on the share capital of the company.
Can a foreigner open a company in Poland?
There are no limits as to the nationality of the shareholders of a Polish company. It is beneficial if the shareholder has a PESEL number, because it is easier to incorporate a company via online registration system, however it is not crucial .
Can I choose the company name?
Company’ name may be freely chosen, especially when it comes to a limited liability company. It is important to remember that the company needs to include form of the company which is for a ltd – spółka z ograniczoną odpowiedzialnością. The name of the company may not be used by another company already registered in the National Trade Register. Our experts will check for you if the name you are planning to use if available.
Can I get a Polish VAT number?
Yes, all companies registered in Poland may register for VAT purposes and obtain VAT number. Our experts may help you with obtaining VAT number for your company or you may buy a shelf company from us which is registered for VAT purposes.
Do I need registered office address?
Yes, all companies registered in Poland need to have a registered office address in Poland. If you do not have any address under which you may register your company, our experts will help you with signing a virtual office agreement or if required leasing a property.