Company Registration in Poland

Polish Limited Liability Company (LLC) – Sp. z o.o. (spółka z ograniczoną odpowiedzialnością) is the most favored business structure for investors in Poland. While Polish Company Law offers various corporate forms, each has its drawbacks (e.g., JSC involves high bureaucracy, Partnership lacks liability protection). Hence, LLCs are commonly chosen as Investment SPVs (Special Purpose Vehicles) by investors.

The Polish limited liability company stands out as the preferred business form in Poland. It offers several advantages, including limited liability protection for investors, which safeguards personal assets in case of business failure. Additionally, the company registration and maintenance costs are relatively low, making it an attractive option.

Company registration in Poland in 2024 involves several steps. The new legal entity can commence its commercial activities once it is duly registered and all paperwork is complete. The process of a Limited Liability Company Registration in Poland typically takes around 7 days (electronic process) or 30 days (notary process).

The following outlines the fundamental and mandatory requirements for the mentioned type of a company registration in Poland:

Documentation: The Articles of Association, which serve as the constitutive documents, must be drafted in accordance with the law to register the business.
Founders: The company can be established by a single shareholder, with no restrictions on the number or nationality of the founders.
Capital: The required capital is 5,000 PLN, contributed by the shareholders. This capital must be paid in full before the business can be registered.
Management: The company must have a management board consisting of at least one person. If the company has more than 25 shareholders or if the capital exceeds 500,000 PLN, a Supervisory Board with at least three members is mandatory.

Requirements for a Polish Limited Liability Company Registration in 2024

A company with a single shareholder cannot incorporate another company with a sole shareholder. Shareholders in a Polish LLC are only liable up to the amount of their investment in the company. The LLC must be registered with the Polish Company Register, obtain a tax identification number (NIP), and apply for a statistical number (REGON). Additionally, the company can register for VAT purposes.

LLC Compliance in Poland

A Polish LLC is subject to corporate taxation on its income generated within the country, with a standard corporate tax rate of 19%. Withholding taxes on dividends, royalties, and interest may be reduced under applicable double tax treaties.

Polish limited liability companies shall comply with annual reporting and auditing regulations. Employers must comply with all employment regulations in Poland, applicable to both foreign and local workers.

The primary taxes applicable to a Polish LLC include corporate income tax, capital gains tax, VAT, stamp duty, real estate tax, and excise duty.

Tax Considerations for Companies Registered in Poland in 2024

Investors forming a limited liability company (Sp. z o.o.) in Poland in 2024 must be aware of the following tax obligations:

Corporate Income Tax: The standard corporate tax rate is 19%, with a reduced rate of 9% available under certain conditions.
Dividend Withholding Tax: Dividends are generally subject to a 19% withholding tax. However, this can be reduced or eliminated under applicable double tax treaties or other specific provisions.
Value-Added Tax (VAT): The standard VAT rate is 23%, with reduced rates of 8%, 5%, and 0% applicable to certain goods and services. Some items may be fully exempt from VAT.
Social Security Contributions: Both employers and employees are required to contribute to social security.

Recent REGON Company Registration Statistics in Poland

According to data from the Polish Statistical Institute, there has been a notable increase in new entity registrations:

In January 2024, there was a 30% increase in newly registered entities compared to December 2023.
The total number of entities in the REGON register at the beginning of 2024 was 5,155,273, with 34,536 new registrations in January alone.
The number of newly registered commercial companies rose by 18% in January 2024 compared to December 2023.
The most common sectors for new registrations included construction, trade, motor vehicle repair, technical and scientific activities, and information and communication.

FAQ

Why Register an LLC in Poland?

You should know the followign if you are considering company registration in Poland. The limited liability company (LLC) is often the preferred corporate structure, selected by approximately 95% of foreign investors, due to its numerous advantages:

Liability Protection: Provides limited liability for shareholders.
Reasonable Bureaucracy: Offers a manageable level of bureaucratic requirements when registering a company in Poland.
Speed of Incorporation: Quick registration process with the Polish Company Register (KRS).
Favorable Taxation: Beneficial corporate tax rates, including 9% for revenues up to €2 million, and 19% for revenues exceeding €2 million.
Corporate Flexibility: Allows for adaptable corporate governance and operational changes.
Suitability for All Investment Sizes: Suitable for small, medium, and large investments.

Documents Required for a Company Registration in Poland

To register a limited liability company in Poland, the following documents are necessary:

Identification Document: Passport or ID for individual shareholders.
Company Excerpt: Good standing certificate indicating authorized signatories for corporate shareholders and other specified by your lawyer documentation.
Notarial Power of Attorney (POA): To register the company without visiting Poland.
Sworn Translations: Sworn translations of the aforementioned documents (excluding ID).
Legalization or Apostille: Legalization of documents (excluding ID) if applicable

What is a timeframe for an (LLC) company registration in Poland

The company formation in Poland depends on the chosen incorporation method:

Online Incorporation: around 7 working days.
Notarial Incorporation: around 1-1.5 months.

What else should I know about the company registration in Poland in a form of LLC?

Number of Founders: At least one shareholder.
Method of Incorporation: Articles of Association can be signed at a notary or online via a designated portal.
Minimum Share Capital: PLN 5,000, payable in cash or kind.
Minimum Share Value: PLN 50 per share.
Taxation: 9% CIT for revenues up to €2 million; 19% for revenues above €2 million.
Shareholder Eligibility: No restrictions on the nationality of shareholders.
Director Eligibility: No restrictions on the nationality of directors, who must have a clear criminal record regarding corporate and business crimes to be able to proceed with a company registration in Poland.
Formation Time: around 7 working days for online incorporation; around 1-1.5 months for notarial incorporation.
Auditing Requirements: Mandatory if two out of three conditions are met: employment exceeds 50 employees, assets exceed €2.5 million, or revenues exceed €5 million.
Reporting Requirements: Annual reporting to the National Court Register (KRS).
Liability: Shareholders have no liability for LLC debts; directors have no liability provided they report insolvency to the court in a timely manner.

What is the procedure for LLC company registration in Poland?

The process of a company registration in Poland involves several stages:

Fill in the LLC Questionnaire: Decide on key characteristics of the entity with the assistance of a specialized attorney.
Complete Paperwork: Gather necessary documents following the advice of the law firm.
Execute Articles of Association: This can be done remotely via the S24 online portal or traditionally at a notary's office.
Submit LLC Registration Form to KRS: All forms currently are submitted online even if the articles of association were adopted in a form of a notary deed.
Complete Reporting Requirements: Report the beneficial owner to the CRBR/UBO register, pay the PPC tax, and submit relevant tax forms.

What are the key identification numbers for an LLC registered in Poland?

After LLC company registration in Poland the following identification numbers are assigned: KRS, NIP, REGON. LLC can also obtain VAT, EU-VAT, EORI (customs), and BDO (waste register) numbers.