Company Incorporation and Registration in Poland

Company Incorporation in Poland — how to start?

There are generally two reasons why business investors set up companies abroad: to access new markets and to cut costs.

Poland joined the EU in 2004 and scores exceptionally well on both counts. The Polish market is the largest in Central Europe – larger, in fact, than the other nine new EU members put together – and labour costs are low.

Additionally, foreign investment is pouring into the country, fuelling sustained economic growth of more than 5% a year.

Company Incorporation in Poland — how to start?

First step in the process of incorporating a company in Poland — you need to choose a legal form of your future Polish company. The selection is not difficult, as there an uncontested leader amongst investors choice – the LLC – Limited Liability Company. Approximately 94 % of foreign investments in Poland are carried out in the form of LLC.

Second step — you need to decide on key features of your new company (name, share capital, representation rules, etc.). You may use our online company incorporation form. If any legal advise is required at this stage you may request consultation from our incorporation lawyers.

Third step — you would need to gather all necessary documents. Selection of documents required for company formation depends whether you want to:

invest directly (and become the shareholder of Polish Company in person) or
invest indirectly, i.e. register a subsidiary in Poland (and become shareholder of Polish Company through your foreign company).

Compete list of required documents shall be determined with company registration attorney.

Fourth step — you will also need to decide whether to visit Poland to complete the company incorporation process or run the process remotely and entrust the company formation assignment to corporate Law Firm.

Why shall I register company Poland?

Polish Law provides variety of incentives for every investor who registers company in Poland. Incentives may be divided by different categories. However, tax incentives are usually most interesting for the foreign investors:

Low corporate taxation (CIT) at 9 % (for profit up to 2 mln EUR) and since 2022 – 0 % of tax for profit retention (Estonian CIT),
5 % of tax for income derived from IP rights in Innovation Box scheme,
Reseach and Development (R&D) tax relief allowing to increased deduction of eligible costs from tax base,
investment in Special Economic Zones (SEZ) which provides corporate income tax exemption and property tax exemption.

In addition investors may benefit from features of Polish market:

Number six biggest economy in European Union,
Steadily growing GDP (on average 3,6 % in period of 2009-2019),
Number five biggest consumer market in EU (38 mln Poles),
Massive HR market, i.e. population in working age (approx. 25 mln Poles),
Low unemployment rate at level of 3,2 % in 2020,
Well developed educational system consisting of approx. 450 Universities and in total 1,3 mln of students,
Location in Central Europe by EU boarder with well developed chain of motorways, 14 civil airports and 3^rd biggest rail network in EU.

Key registration facts and incentives

Pre-registration name reservation

Not required. Available names may be verified with our legal counsels.

Registration time?

Online option – 3 – 5 days
Manual option – 1-3 months

Available registration methods?

Manual at the notary, or
Online via designated portal

Shareholding available to foreigners?

Yes, there are no restrictions as to nationality of the shareholders.

Virtual offices permitted?

Yes, the company may be registered at virtual address.

Local director required?

No, Board of Directors may be composed entirely of non-residents.

Corporate tax rates (CIT)

0% – for profit retention
9% – small taxpayers with income up to 2 mln EUR
19% – medium and large taxpayers

Value added tax (VAT)

23% – standard rate
0%, 5%, 8% – preferential rates

Tax incentives

5% – IP Box
0 % – Estonian CIT for profit retention
Tax incentives in Special Economic Zones

Registration tax

0,5 % on injected capital

Registration numbers

Compulsory: KRS, NIP, REGON
Optional: VAT, EU-VAT, EORI, BDO

Incorporation / constitutional documents

Articles of Association for LLC, or
Statute for JSC

Competent registration court

KRS – https://ekrs.ms.gov.pl

Corporate bank account opening

Available after company registration

Electronic signature

Obligatory for each Director of Polish company

Which legal form of Polish Company shall I choose?

Instead of Polish partnerships, foreigners typically select Polish corporate corporations (such as LLC and JSC). This is primarily because partnerships have unlimited liability, but Polish corporate organizations offer the provision of liability restrictions (of shareholders or investors). As was already noted, LLCs are typically the ideal investment vehicles in Poland, but specifics of your project (such as regulatory considerations) may necessitate making a different decision. For these reasons, we have included various Polish company kinds below so that you can consider your options and make an informed choice about registering your business in Poland.

Polish Corporate Companies:

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.)

Which legal form of Polish Company shall I choose?

Polish Limited Liability Company

Polish Limited Liability Company (LLC) — Sp. z o.o. (spółka z ograniczona odpowiedzialnością) is the most popular form of doing business and investing in Poland.

Polish Joint Stock Company

Polish Joint Stock Company (JSC) — S.A. (Spółka Akcyjna) is a popular form of doing bigger size businesses or investments in Poland by foreigners. Our Polish incorporation lawyers usually advise to invest and register a company in this legal form when the investor requires:

Polish Registered Partnership

Since enactment of new Polish Commercial Companies Code in 1997 Registered Partnership became one of the most popular form to running small and mid-size business. Registered Partnership is considered as an ancestor of less formalized Business Partnership. According to recent tax legislation partners of Business Partnership are obliged to convert their business into Registered Partnership after the turnover overcomes 800 000 EUR per year.

Limited partnership incorporation

Polish limited partnership (LLP) (sp.k.) together with a general partnership, a partnership and a limited joint-stock partnership belongs to the category of partnerships. A limited partnership may acquire rights on its own behalf, including ownership of real estate and other property rights, incur liabilities, sue and be sued. Limited partnership and other partnerships require the existence of at least two partners, who may be both natural and legal persons or other entities with legal capacity.

Polish Business Partnership

Business Partnerships (Civil Partnership) used to one of the most popular forms of doing business in Poland in early nineties. Due to enactment of the Polish Company Code (Commercial Companies Code of 1997) and availability of „competitive” Registered Partnership, Business Partnership became less popular. Recently they are generally exercised to carry out small business or short-term business. This was confirmed by the Parliament by requiring partners to transform their business into Registered Partnership after their turnover overcomes 2 mln EUR per year.

Representation Office in Poland

Opening representation office in Poland is justification only if you want to run business activity limited to promotion of products and market research. Representation office may also be used to run a showroom for product exhibition, networking with clients or monitoring execution of contracts. In consequence the representative office cannot run business activity consisting of sales or provision of services. For this purpose you will need to research other available options, e.g. branch or LLC registration or other available forms of company registrations in Poland.

Branch in Poland

If you are considering starting a business in Poland, one of the first questions that come to mind is – what legal form shall I choose ?

Subsidiary in Poland

Subsidiary / SPV in Poland – formation or acquisition?

Shelf Company

Ready made (shelf companies) still have some supporters amongst investors in Poland. However its attractiveness has decreased significantly few years ago when online company registrations were introduced to Polish Company Law system. Recently investors prefer to choose newly registered company, rather than dusty company with some potential risk of history.

Business Visa to Poland

The business visa to Poland is the the 1st steps of immigration to Poland for foreigners that are planning to come to Poland with the purpose of doing business and that already have registered business in Poland or official invitation from the polish business partner/entity.

Business TRC in Poland

In order to obtain a business residence permit in Poland, your company has to be “active”. Generally speaking, we have to demonstrate that your company is beneficial to the Polish economy by contributing to an increase in investment, transfer of technologies, the introduction of beneficial innovations, and job creation.

What documents do I need to incorporate company in Poland?

Scope of the documents may vary depending on company type and particular circumstances. However in order to incorporate company in Poland you will usually need:

If you are private individual:
- ID or passport
If you represent a foreign company intending to register subsidiary in Poland:
- excerpt from your local company registry with Apostille
- ID or passport

If you want to register company remotely, without visiting Poland, you may request our lawyers to represent you in the company formation process upon power of attorney. For that we will also need notarial power of attorney granted in your country of residence. Our Law Firm you provide you with ready made template of power of attorney for execution. Such power of attorney will be to be Apostilled or legalized.

What documents do I need to incorporate company in Poland?

Company incorporation – stages of registration

Creation and registration of the limited liability company in Poland may seem like complicated process as it consists of a series of corporate actions which need to be carried out in order for Polish limited liability company to be finally registered Polish Company Register – The National Court Register (KRS).

The necessary steps to form and register the company in Poland might be divided into certain stages. However, we would like to underline that these stages relate to the traditional way of registering the limited liability company. Recently, LLC in Poland can be also registered online and this procedure significantly different to what we are presenting below.

Step 1

Sign articles of association of Polish limited liability company

The first stage of forming the limited liability company is the execution of the articles of association or signing the instrument of incorporation in case of single-shareholder limited liability company.

The articles of association or the instrument of incorporation of the limited liability company shall be prepared in a form of a notarial deed; a visit to the notary’s office is therefore necessary.

Step 2

Sign articles of association of Polish limited liability company

The second stage is making contributions to towards the share capital of Polish limited liability company (or a potential surplus above the nominal value of shares if stipulated in the articles of association).

A contribution most commonly involve depositing an appropriate sum of money into the company’s bank account. However depending on the agreement of the shareholders, it may also involve transferring real property rights onto the company (for example, land on which the residential building shall be constructed) or a movable property (for example a delivery vehicle).

Step 3

Appoint a management board in Poland

The third stage of creating Polish limited liability company is the appointment of the management board. This can be accomplished in two ways:

by way of resolution at the general shareholders’ meeting (or the decision of a single-shareholder) – this will require the general shareholders’ meeting to be convened, the minutes from the general shareholders meeting are not required to be drawn up in a form of a notarial deed, a regular written form is sufficient.
by way of decision of individual shareholders if the articles of association grant such a right to the individual shareholders (preferred rights).

Step 4

File a registration application to the Company Register in Poland

The forth stage is an entry of the limited liability company into the National Court Register (KRS) – i.e. Company Register. This step is accomplished by filing an application to enter the limited liability company into the Registry Court of NCR along with all required attachments.

Step 5

Obtain other permits in Poland

The fifth step connected with the formation of a limited liability company is its entry into other registers, obtaining identification numbers (for example NIP and REGON) or obtaining permits to conduct specific activity or to engage in specific activities.

Fiduciary company registration

The easiest way to present the service of fiduciary company incorporation is to describe stages of the process that we go through with our customers:

we accept instruction from the client to create a company:
- in fast track mode within 1-5 business days,
- a new, tailor made entity,
- with features as defined by the client (type, name, capital, location etc.),
we incorporate the company on the name our Law Firm in Poland and we hold the shares in trust,
immediately after the company is incorporated:
- we appoint directors of the company as per client instruction, and
- give away a full control over the company to the client,
at earliest convenience we transfer the shares in the newly formed company to the persons / entities designated by the client.

Reasons

There are several reasons why our client select the service of the fiduciary incorporation service, and that is mainly because:

foreign individuals, as well as foreign corporations, are limited in opening companies in Poland in fast track mode (due to limitations of Polish company registration system),
registration of new company for foreign customers in standard procedure take much more time (e.g. from 3- 8 week),
level of bureaucracy and paperwork required for fiduciary company incorporation is much lower at initial stage (and the documents may be gathered and presented at later stage) .

Benefits

Key benefits of fiduciary incorporation services are:

availability of fast track company registration option, as a result
ability to register the company within 1-5 business days,
you get new, full operational company within few days,
you get brand new company, without risks and history,
you are able to register company with absolutely minimum bureaucracy.

Is it safe?

Yes – it is risk free. Absolutely safe. We incorporate the company at your instruction. Once the company is ready, we immediately appoint designated persons as Directors of your company. In consequence you hold full control over your new company from the very beginning. Until the shares are transferred to designated beneficiary, we hold them in trust. As a Law Firm registered and supervised by Bar Association we are subject to strict Barristers and Attorneys Codes of Conduct and this shall be considered as additional safeguard.

What is the difference between shelf company and fiduciary incorporation?

The difference is that shelf company is a ready made company that is awaiting for a customer to buy it, while in fiduciary incorporation you are getting a company which is incorporated in fast track at your specific request. As long as there is not request, there is no company. The company is created only at your specific instruction. In addition it is formed along with all the features just as you select.

Why MakeMyCompany.eu incorporation services?

There are number of reasons why you should choose our Firm for your incorporation services provider:

we have 8 years of experience in providing incorporation services on Polish market,
our Law Firm Partners (not company registration agency), our lawyers are qualified attorneys and barristers listed with Bar and Attorneys Associations,
we are one stop shop, i.e. we provide legal services as our Law Firm Partners, and affiliated company DPG provides Tax, Payroll and Accounting Services.
we are distinguished with number of awards for corporate services and appreciated by worldwide recognized clients who trusted in us
Success 3000+
Counsele 1 Million +
Expert Since 2014

Why MakeMyCompany.eu incorporation services?

Online company incorporation

Your new Polish company can be incorporated online ! We need few days make it ready and operational. What you need to do – is just fill in the online company incorporation form. Some years ago developments of Polish Law enabled us to start offering online company incorporation services. Despite of deficiencies of Polish governmental system, we have developed unique procedures that allows us to offer online incorporation services to any foreign investors regardless of their residence and nationality. How does it work ? You fill in the online company registration form. Once approved, our incorporation attorneys will provide you with our offer and afterwards guide your through next stages, in order make your company ready in few working days. Everything will be completed online, no need to visit Poland !

Company formation, incorporation and registration

Above listed terms: company formation, incorporation and registration looks similar. In everyday language they are all associated with one event – i.e. company establishment. In legal terminology they have slightly different meanings:

company formation is informal term describing entire process of company establishment,
company incorporation is associated with execution of the Articles of Association or the Statute – which in practice creates existence of the company,
company registration is associated with the process of registration in KRS (Company House).

Contact our company incorporation lawyers

Company registration inquiries shall be addressed to: office@studyinpoland.info , we will do our best to answer your e-mail within 24 hours.

FAQ – company registration in Poland

Can foreigner register company in Poland?

Yes, there are no restrictions as to registration limited liability companies in Poland.

How much time I need to register company in Poland?

You have two options of registration – online that would take 1-5 days, and regular with notary involved that would take 2-12 weeks.

What are the company registration fees in Poland?

Official fees are off 600 zł. However you may also need to incur some additional expenses, in particular for sworn translations and lawyers consultancy.

What is KRS number?

KRS number is number that every Polish company obtains in the process of registration. It is individual company registration number.

What is KRS register?

KRS register is company register of Poland where all the companies are listed. The register is available online and its data may be reviewed free of charge.

What is NIP number?

NIP number is simply a tax number in Poland. The tax number is also equal to VAT number.

What are corporate taxes in Poland?

Your Polish company will need to pay 9 % of corporate income tax for the profits up to 2 mln EUR, and above 19 %. You may also benefit from 0 % of “Estonian CIT” for profit retention.

How to open company in Poland?

Choose a legal from
Gather required documents
Visit Notary or register account in S24 system
Sign the Articles of Association
Will a registration motion to KRS (Polish Company Register)