Open Company in Poland

When it comes to expanding your business internationally, Poland has emerged as an attractive destination for foreign investors. Its strategic location in Central Europe, a growing economy, and a range of incentives make it a prime choice for entrepreneurs looking to open a company in Poland. In this guide, we'll take you through the essential steps and key considerations for Poland company formation.

Why Choose Poland for Company Incorporation?

Before diving into the details of Poland company formation, it's essential to understand why this European nation is an appealing option for foreign investors.

1. Favorable Business Environment: Poland offers a friendly business environment with low corporate taxes, making it financially attractive for entrepreneurs.

2. Strategic Location: Its central location in Europe provides easy access to major European markets, making it a gateway for expanding your business across the continent.

3. Large Consumer Market: With a population of 38 million, Poland ranks as the fifth-largest consumer market within the European Union. This extensive customer base can be highly advantageous for various industries.

4. Skilled Workforce: Poland has a vast pool of skilled and educated workers, with approximately 450 universities and 1.2 million students, including over 105000 international students, contributing to a robust labor force.

5. Infrastructure: The country's well-developed infrastructure includes an extensive network of motorways, 14 civil airports, and the third-largest rail network in the EU, facilitating logistics and transportation.

Poland Company Formation: Step by Step

Now, let's walk through the essential steps to open a business in Poland:

Step 1: Choose Your Legal Structure

The first decision you'll need to make is selecting the legal structure for your Polish company. The Limited Liability Company (LLC) is the most popular choice among foreign investors, accounting for approximately 94% of foreign investments in Poland. However, it's essential to evaluate other options, such as Joint-Stock Companies or partnerships, depending on your specific business needs.

Step 2: Define Key Company Features

Determine crucial aspects of your new company, including its name, share capital, and representation rules. You can use an online company incorporation form for this purpose, and if needed, consult with incorporation lawyers for legal advice during this stage.

Step 3: Gather Necessary Documents

The documentation required for Poland company formation varies depending on whether you plan to invest directly or indirectly. Collaborate with a company registration attorney to create a comprehensive list of documents tailored to your situation. This step is crucial for ensuring a smooth registration process.

Step 4: Choose Between Onsite and Remote Registration

Decide whether you want to visit Poland to complete the company incorporation process or prefer a remote approach. Entrusting a corporate law firm with the formation process can save you time and simplify the administrative tasks involved.

Key Registration Facts and Incentives

  • Here are some vital registration facts and incentives to consider during the Poland company formation process:
  • Pre-registration name reservation is not required. Available names can be verified with legal counsels.
  • Registration times vary; the online option takes 3-5 days, while the notary option may take 1-3 months.
  • LLC shareholding is open to foreigners, with no nationality restrictions for shareholders.
  • Virtual offices are permitted, allowing you to register your company at a virtual address.
  • No local director is required, and the Board of Directors can comprise entirely of non-residents.
  • Corporate tax rates include 9% for small taxpayers with revenue up to 2 million EUR, and 19% for medium and large taxpayers.
  • Value-added tax (VAT) rates range from 0% to 23%, with preferential rates of 0%, 5%, and 8% available.
  • PCC tax amounts to 0.5% on injected capital.
  • Mandatory registrations include KRS, NIP, and REGON, while VAT, EU-VAT, EORI, and BDO are optional.
  • Incorporation and constitutional documents vary based on the type of company, including Articles of Association for LLC and Statute for JSC.

Selecting the Right Legal Form for Your Polish Company

Foreign investors typically opt for Polish corporate companies like LLC and JSC due to the liability limitation they offer compared to partnerships with unlimited liability for at least one partner. While LLCs are the preferred choice, your specific project requirements may lead to a different decision.

Consider these Polish corporate entities:

Polish Limited Liability Company (Sp. z .o.o)
Polish Joint-stock Company (S.A)

Polish Partnerships:

Polish Business Partnership (S.c.)
Polish Registered Partnership (Sp.j.)
Polish Limited Partnership (Sp.k.)

Required Documents for Company Incorporation in Poland

The documents you need to incorporate a company in Poland can vary based on the type of company and your specific circumstances. Generally, you'll require:

  • ID or passport if you are a private individual.
  • An excerpt from your local company registry if you represent a foreign company intending to register a subsidiary in Poland.

If you prefer to register your company remotely without visiting Poland, you can grant a notarial power of attorney in your country of residence. Our law firm will provide you with a ready-made template for this power of attorney, which may require Apostille or legalization.

Stages of Company Incorporation in Poland

While the process of creating and registering a limited liability company in Poland may seem complex, it can be broken down into several stages. It's important to note that LLCs in Poland can also be registered online, which streamlines the process compared to the traditional approach. Here are the key stages:

Step 1: Sign Articles of Association

The first stage involves the execution of the articles of association or the signing of the instrument of incorporation, especially for single-shareholder limited liability companies. These documents must be prepared in the form of a notarial deed, necessitating a visit to a notary's office, or online

Step 2: Deposit Share Capital

The second stage entails making contributions toward the share capital of your Polish limited liability company, including any potential surplus above the nominal value of shares, as specified in the articles of association. Contributions typically involve depositing a sum of money into the company's bank account. However, it may also involve transferring real property or movable assets, depending on shareholder agreements.

Step 3: Appoint a Management Board

The third stage focuses on appointing the management board of your Polish limited liability company. This can be accomplished through a resolution at the general shareholders' meeting or the decision of a single shareholder, depending on the company's structure. While minutes from the general shareholders' meeting are not required to be notarized, they must be prepared in writing.

Step 4: File a Registration Application

The fourth stage involves the entry of your limited liability company into the National Court Register (KRS), also known as the Company Register. To achieve this, you must submit an application to register your company with the Registry Court of NCR, accompanied by all the necessary attachments.

Step 5: Obtain Other Permits

The final stage relates to your company's entry into other registers, the acquisition of identification numbers such as NIP and REGON, and the procurement of any permits required for specific activities or industries.

Fiduciary Company Registration

For those looking for an expedited and simplified company incorporation process, fiduciary company registration offers a viable solution. Here's an overview of how this service works:

  1. You provide instructions to create a company within 1-5 business days, tailored to your preferences.
  2. The company is incorporated in the name of our company in Poland, with shares held in trust.
  3. Directors of the company are appointed as per your instructions, granting you full control over the company.
  4. At your convenience, the shares are transferred to individuals or entities designated by you.

Benefits of Fiduciary Company Registration

  1. Opting for fiduciary company registration offers several advantages:
  2. Fast-track company registration, with the ability to register within 1-5 business days.
  3. Prompt availability of a fully operational company.
  4. Reception of a brand-new company with a clean slate, free from previous commitments or history.
  5. Minimal bureaucracy, especially during the initial stages, with the option to gather and present documents later.

Shelf Company vs. Fiduciary Incorporation

It's essential to distinguish between shelf companies and fiduciary incorporation. A shelf company is a pre-existing entity awaiting a customer's purchase, while fiduciary incorporation involves creating a company according to your specific requirements. With fiduciary incorporation, a company is formed only upon your instruction, with all features tailored to your preferences.

Why Choose Oruga Group Incorporation Services?

There are several compelling reasons to select our Law Firm for your incorporation services:

  1. Over 15 years of company experience (not combined personel experience) in providing incorporation services in the Polish market.
  2. We are a Law Firm, not a company registration agency, with qualified attorneys and barristers.
  3. We offer a one-stop-shop, providing services while our affiliated company.
  4. We have received numerous awards for corporate services and earned the trust of globally recognized clients.

Online Company Incorporation in Poland

In the digital age, incorporating your Polish company has become even more convenient. You can now incorporate your company online, saving valuable time and effort. Our online company incorporation service streamlines the process, enabling you to establish your company within a week when the rest of the documents is complete. Here's how it works:

  • Fill out the online company registration form.
  • Our team will guide you through the subsequent stages to ensure your company is operational within a week.
  • The entire process is completed online, eliminating the need for a physical visit to Poland.

Company Formation, Incorporation, and Registration

In conclusion, opening a company in Poland offers lucrative opportunities for foreign investors, thanks to its favorable business environment, strategic location, and numerous incentives. Whether you choose to establish a Limited Liability Company (LLC), Joint-Stock Company (JSC), or opt for fiduciary incorporation, Poland's dynamic market and simplified registration processes make it a compelling choice for expanding your business in Europe. By following the steps outlined in this guide and partnering with experienced legal professionals, you can navigate the Poland company formation process with confidence and unlock the potential of this thriving economy.

The municipal services are responsible for controlling these administrative procedures, including the construction and use of buildings and the division of land into separate titles.  Depending on the development, other public authorities could also be called on to give binding opinions.  In the case of failure to comply with planning decisions or zoning requirements, fines could be imposed, as could embargoes, prohibitions of use, demolition orders and compulsory works.  Upon completion of the construction, a use permit will be issued for the building or units to certify its conformity with approved plans and projects.

The execution of urban planning operations (e.g., building works) must generally be examined in advance and may require licensing, prior notice or use permits.  RJUE establishes which cases require licensing and advance notice and also lists operations that are less relevant and are thus exempt from these requirements.



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