Opening a company in Poland is a good opportunity for many entrepreneurs to develop their own businesses. Registering a company in Poland can actually bring you numerous advantages. It is important to understand these advantages and be able to use them correctly.
A lot of information about business in Poland has already been published on the Internet. Constantly analyzing articles on this topic, I can confidently state: much of what is written is undeniably relevant and useful. However, I encounter loads of false and outdated information as well. There is a lot of advertising which is not aimed at the reader understanding something, but, above all, at buying a service.
Often, we can observe how consultants impose a false opinion that it is easy and simple to start a business abroad. As if you “press a button on the website”, quickly register the company—and start working immediately. Sometimes it works. However, not always. As a rule, not always, to be exact.
My colleagues and I from Romaniuk & Partners Law Firm have been supporting businesses in Poland since 2015. During this period, there have been lots of various cases in our practice. It is a well-known fact that not all business ventures in Poland end up being successful. In order for things to turn out well, the future owner should study and plan everything thoroughly.
This material provides the most comprehensive and detailed answers to the most common questions about opening a company in Poland. The text also contains links to my other articles. I hope these articles, in aggregate, will help you better understand the topic.
As a rule, several reasons (advantages) are distinguished:
1. Tax system. The Republic of Poland is characterized by the optimal level of tax burden among EU countries. Corporate income tax in Poland (CIT) for small firms (with an annual turnover of up to EUR 2 mln) is 9%; for other businesses, it is 19%. The amount of overpaid VAT can be refunded from the budget as “real money”. From the beginning of 2021, Poland has introduced the possibility of calculating tax on withdrawn capital. Under this benefit, corporate income tax (CIT) must be paid only on profits withdrawn from the business, and no CIT is paid on profits reinvested in the enterprise.
2. Geographical location. Poland has a favorable transit and logistics location. It is a kind of “connecting link” between the countries of Western and Eastern Europe. Therefore, a significant volume of cargo flows constantly passes through the territory of Poland, which, in turn, opens up a wide range of directions for conducting business.
3. Access of foreigners to starting a business. In Poland, almost every foreigner can open a company. To do this, the entrepreneur needs only his foreign passport. At the same time, remote business registration is available for foreigners as well. You can create an enterprise without the presence of any of the founders or managers of the company on the territory of Poland.
4. The cost of maintaining a company in Poland is the lowest in the EU. Virtual office rent is approx. EUR 350 per year. The cost of accounting support for the company starts from EUR 150 per month.
5. Access of foreigners to the labor market in Poland. You will be able to register your employees, who are foreigners in Poland, to work in your newly created Polish company without any problems, having received all the necessary permits for that. Work permits for foreigners in Poland can also be issued remotely. No other European jurisdiction offers such a liberal regime.
6. Language. Even if you do not speak Polish, you will be able to communicate normally with your Polish counterparties or partners, because Poland leads Central Europe in English skills.
7. Access to the EU market. By opening a company in Poland, the business gets better opportunities in accessing both the national Polish market (which is about 38 million consumers) and the EU market (which is about 550 million consumers).
One more extremely important advantage has to be paid attention to separately. Today, Poland is the most developed European jurisdiction for forein business. The number of Polish firms established by people from other Countries is increasing every year. Convenient English-language services that help our businesses develop on the territory of Poland are successfully operating on the market.
Based on my own subjective experience of serving foreign businesses in Poland, I can single out the TOP-5 most popular areas of business in Poland among foreigners:
In each of the indicated areas, depending on the chosen work model, the business uses certain advantages of the Polish jurisdiction. Thus, carriers are often attracted by the ease of obtaining transport permits in Poland; trading companies— by the access to a wide European market; construction companies and employment agencies benefit from the liberal access of foreigners to the Polish labor market; IT enterprises—from the lack of currency regulation, etc.
However, the possibilities of implementing business ideas in Poland are not limited to these areas. Among the companies that were established and developed with our assistance were also production facilities, hotels, foreign language schools, advertising agencies, etc.
If you intend to start a business in Poland, have a business idea that you would like to implement, then a logical question arises: where to start?
In my opinion, you should start with preparing your business for launch. Obviously, registering a company in Poland is not a goal in itself. A company is only one of the steps on the way to launching and developing a successful business.
The first priority steps should be the following:
1. Exploring the foreign market. A significant part of the problems arising at the initial stage of doing business abroad is related to an incorrect understanding of the needs of the market where the business wants to introduce its product, as well as the position that the product will occupy in this market. Often, the foreign realities do not meet the entrepreneurs’ expectations.
Therefore, before registering your business in Poland, you should analyze the target audience, evaluate the competitive environment and the price offer for your product.
2. Analyzing the requirements of Polish legislation for your business. You need to understand both the general requirements for doing business in Poland and the requirements applying specifically to your business segment. It is important to know the legal field in which you will have to develop. What permits or licenses are required? What is the peculiarity of the employees registration in your business area? Are there any taxation peculiarities for your business, etc.? At this stage, it will not be superfluous to consult a Polish accountant and lawyer.
By the way, on our website, you can freely access a lot of useful and interesting information about the peculiarities of doing business in Poland.
3. Solving the issue of legalization in Poland. The business owner or manager who is planning to work in Poland needs to take care of the legality of his stay in this country. If you do not need to be physically present in Poland, your biometric passport will suffice.
However, if you need to stay in Poland longer than the visa-free regime allows, you should plan obtaining the necessary visas or residence cards already at the beginning of your activity.
4. Preparing a business model and development strategy. At the very start, an extremely common mistake is the lack of any business strategy. Practice shows that the start of such a business takes a long time, and it is far from always possible to bring it to the desired level. In this context, special attention should be paid to the business model. Here, you should keep in mind: not everything that works well in your Country will work in Poland with the same effectiveness. The issues of marketing, document management, personnel work require taking into account the peculiarities existing in Poland.
5. Calculating start-up costs. Having worked through all the previous issues, you will receive the necessary initial data for budget calculations to start a business in Poland. The correctly calculated expenses are the basis for the systematic and logical development of your business abroad.
After completing the preliminary work and processing the specified issues, you can proceed directly to the registration of your company in Poland.
The most common forms of business in Poland are the following two: “jednoosobowa działalność gospodarcza”, i.e. individual entrepreneurship (an analogue of our individual entrepreneur), and “spółka z ograniczoną odpowiedzialnością”, a limited liability company.
Comparing these forms, it is worth noting that individual activity has many interesting advantages, such as: a simple method of registration and closing, simplified bookkeeping, the possibility, in some cases, to use the so-called “single tax”, etc. However, the key and significant disadvantage of this form is that not all foreigners can use it. Individual entrepreneur businesses in Poland can be opened mostly by those foreign citizens who have the right to temporary protection, have a Polish Card, or have already arranged a permanent residence in Poland.
Until recently, limited partnerships (spółka komandytowa) were often used to optimize the tax burden in Poland. However, with the change in legislation in 2021, this optimization method lost its relevance.
Thus, for foreigners, the most relevant and sometimes the only form of business in Poland remains a limited liability company (“Sp. z o.o.”, or “LLC”).
Hereinafter, we will review the specificity of this form of business.
Such a question is often asked in order to find out whether it is possible to register a company remotely, without the personal presence of the participants on the territory of Poland. This became especially relevant during the period of total lockdown, and then, during the wartime.
We should emphasize immediately: a company in Poland can be registered remotely. The Specialists of Romaniuk & Partners Law Firm constantly help to register such companies without the physical presence of the participants on the territory of Poland.
In general, there are two well-known ways of registering a company in Poland:
The difference between these registration options lies in the founder verification method, checking the authenticity of their intentions, as well as in the method of signing the founding agreement (umowa spólki) by them.
As a result, both in the first and in the second case, we get the same enterprise: a limited liability company.
Everything is done in the following way: the future founders of the company register on the S24 portal, draw up the deed of incorporation there, as well as other required documents, and then sign them with their digital keys.
As a rule, for the benefit of the founders, the documents on the portal are prepared by a consultant who understands how it has to be done. All that is left for the founders to do is to sign the documents.
The entire registration process usually lasts from 3 to 21 days.
The key issue is whether the founders have Polish digital keys.
What are the types of digital keys in Poland and how to get them?
1. The most common digital key in Poland is the so-called“profil zaufany EPUAP” (hereinafter referred to as EPUAP).
In order to obtain the EPUAP, one needs:
2. For the “electronic registration” of a company in Poland, the EPUAP key is not the only option. There is also another version of the key—“Podpis kwalifikowany”.
Such a signature can be obtained even without a PESEL code, but for its maintenance, as a rule, an annual fee must be paid. Enterprises issuing “Podpis kwalifikowany”, in turn, are also obliged to verify the person and the data submitted by them. This verification can be done remotely by preparing the necessary application at any notary.
Advantages and disadvantages of “electronic registration”:
Advantages:
Disadvantages:
In this case, the founders who intend to create a company sign the founding agreement (articles of association) in the presence of a Polish notary. The notary draws up the agreement in the form of a notarial deed. Then, this deed together with other documents is submitted to the court registrar (in KRS).
If there is no opportunity or desire to go to a notary in Poland, the founding agreement can be signed remotely.
How exactly? The future company owners, in their place of residence, provide a notarial power of attorney to a representative located in Poland, so that the founding agreement (articles of association) could be signed by this representative on their behalf at a Polish notary. Then, the power of attorney should be translated into Polish by a special sworn translator. The representative, based on a power of attorney (already with a translation), draws up all the necessary documents in Poland and submits them for registration.
It is important to note the following: with such registration, you need to prepare all the documents correctly right away, since the subsequent correction of errors may delay the registration process.
In addition, from July 2021, submission of documents to the registrar, including the notarized ones, will also be done electronically via the Internet. Thus, in order to submit documents to set up a company “in paper form”, the manager needs to make a digital key beforehand, or use the services of a representative. Such a representative in cases related to the company registration in Poland can only be a Polish lawyer or legal adviser.
The period for opening a company in Poland “in paper form” (with the help of a notary) is, as a rule, from 14 to 21 days.
This registration method was previously actively used by foreigners, when the remote issuing of a digital key in Poland and applying “electronic registration” was more difficult.
Currently, companies are being successfully registered in Poland with the help of a notary even now—in cases where it is necessary to include special provisions in the founding agreement, or when another company acts as the founder of the company in Poland.
Advantages and disadvantages of “paper registration”:
Advantages:
Disadvantages:
The choice of the method of company registration in Poland depends on the needs of the future business. At Romaniuk & Partners Law Firm, we prefer “electronic registration”. However, if we see the expediency of registering a company with the help of a notary, we advise this to our clients and help implement it.
As already mentioned, the actual creation of an enterprise in Poland begins with the conclusion of a founding agreement between the founders. The agreement specifies the name of the company, place of its registration, types of activities, composition of participants, amount of capital, distribution of capital shares among participants, composition of managers, etc.
Next, let’s dwell in detail on the characteristics of the main provisions that are reflected in the founding agreement (articles of association)
1. Company name in Poland.
The name must be unique. The management of the company under registration is legally obliged to make sure there are no other enterprises with the same or similar names in the register.
This can be done by visiting the online portal of the court registrar in Poland, KRS.
One should choose the name carefully so as not to run into risks.
First, the registrar can refuse registration if the register already contains a company with a similar name.
Secondly, one should pay attention to the copyright. A company with a name similar to the name of your company may have a registered trademark and, after some time, prohibit you from using its name. In some cases, it may even demand compensation for damages.
2. Place of company registration in Poland.
The founding agreement of a Polish company indicates the settlement of its main location. This is a mandatory condition of the agreement.
We are often asked where is the best place to register a company in Poland.
The choice is wide. Everyone can choose what suits best for their business. Some people prefer big cities with high business activity, someone gives preference to less populated settlements, because there is less burden on public institutions, lower real estate and labor costs. Others find it more convenient to work closer to the border: Ukrainian, Belarusian or German. Everything depends on the specifics of your business organization.
After choosing the place of registration and specifying it in the founding agreement, you will need to decide on a specific address for registration within this settlement. Address information shall be entered in the company register (KRS).
If in the future you need to change the company address within the registered location, this will not require amending the articles of association. Introducing changes to the registry will suffice. However, if the new address is located in another settlement, it will be necessary to change to the location indicated in the founding agreement.
According to the provisions of Polish law, a company can be registered in the premises suitable for holding management board meetings and organizing the management board activities. In practice, there are two approaches to choosing a place of registration: “real” or “virtual” office.
“Real office” is when you rent an office space and register a company there. The advantage of this option is that the company will look better “in the eyes” of the tax authorities. The office availability is one of the signs of the “real” character of doing business. It will be easier to get VAT payer status. However, there are also disadvantages. The “real office” is more expensive, and someone must be physically present there all the time in order not to miss an important letter.
“Virtual office” is a service provided by specialized companies that can offer you a registration address and are ready to receive and process correspondence. This option is chosen by the absolute majority of Polish companies with foreign owners.
3. Types of activities of the company in Poland (classifier of types of economic activities).
In Poland, there is a classifier of types of economic activity—Polish Classification of Activities (pl. Polska Klasyfikacja Działalności), or “PKD” for short. Using the Polish classifier, you can select the codes yourself. However, we, at Romaniuk & Partners Law Firm, when providing company opening support in Poland, prefer to undertake this task so as not to miss anything.
When preparing the founding agreement of a Polish company, you should try to specify not only those activities that are needed now, but also those that you may need in the future. The number of codes is not restricted. This is done in order not to amend the founding documents additionally in the future.
From the list of types of activities that will be included in the founding agreement, it will be necessary to select ten main ones to be displayed in the register (KRS), as well as one code that will determine the main type of activity.
4. Authorized capital of a company in Poland.
The authorized capital of a Polish company is the funds that the founders invest in the company upon its creation. In exchange for the invested funds, the owners receive corporate rights to the company. Depending on the ratio of the members’ contributions, the number of their votes at the general meeting is distributed. In other words, if a member of a Polish company contributed 50% of the authorized capital, then, correspondingly, they will hold 50% of the votes at the general meeting, the highest management body of the company.
The peculiarity of Polish legislation is that the amount of capital is calculated not in percentages, but shares. The authorized capital of a Polish company is divided into a certain number of equal and indivisible shares. Therefore, each member, upon the company creation, receives a particular number of these shares.
1 share in the capital = 1 vote at the general meeting.
Polish law provides for a minimum amount of authorized capital which equals to 5,000 zlotys. The company’s capital cannot be less than this amount. There is no upper limit. Everyone determines the amount of capital in their company based on their own needs.
Authorized capital is one of the ways to attract funds to an enterprise at the stage of its creation. Therefore, when determining the amount of the authorized capital, you can base your decision on the amount of funds that you plan to spend to launch your business in Poland.
It is also worth noting that in order to attract funds for the company, you can use another method: a term loan from the founder. The company must later return this loan to the owner from the earned funds. Thus, the issue of returning part of the funds invested in the company to the owner is resolved without the need to accrue dividends (and pay tax on dividends).
It is also important to understand the peculiarities of the authorized capital formation. According to the law, the authorized capital of a company in Poland is considered formed from the moment of signing the founding agreement by the participants, and not from the moment of actual deposit of money into the company’s bank account. When registering a company, the manager issues a statement that the funds of the authorized capital have been transferred to them by the participants in full.
Then he can put these funds in a bank account, or use them in the “cashier” mode. This no longer affects the formation of the authorized capital itself.
5. Participants (owners) of the company in Poland.
Both a private person and a legal entity (that is, an enterprise) can create a company in Poland. Polish legislation allows the creation of companies where 100% of the owners and managers are foreigners. Therefore, there is no need to involve Polish citizens as the participants or management of your company.
To become a member of a Polish company, a foreign private individual needs to:
In order to become a member of a Polish firm, a company must provide to the notary and registrar the following documents translated into Polish by a sworn translator:
A common question is: can a Polish company have only one member? Yes, it is possible, but please note the following:
During the activity of Romaniuk & Partners Law Firm, we have had to organize the registration of companies in Poland with a diverse composition of participants, including private individuals and companies of various forms and from various countries. Therefore, if necessary, we will help you to register a company with any structure of founders.
6. Company management in Poland.
The highest management body of an enterprise is the general meeting of participants. In turn, the company’s board (zarząd) manages the current operations. The board can consist of one person or be a collective body. One-person management is carried out by the chairman of the board (prezes zarządu). This is, in a way, an analogue of our director position. The collective board involves several persons—members of the board (członek zarządu). They can perform their functions both independently and collegially. All this is prescribed in the founding documents of the enterprise. Both company participants (owners) and other persons can be appointed as the chairman and members of the board.
Important note: Polish law does not oblige the company to hire a manager. The chairman and members of the board can work on a “voluntary basis”. If the management of the company needs to be hired officially and paid salary accordingly, you should first ensure they have the rights to stay and work in Poland. For that purpose, a special work permit should be issued to the head of the enterprise.
Company registration is only one of the steps on the way to opening a business in Poland. Business launch process is not limited to the registration itself.
Below are a few priority issues that need to be resolved immediately after registering a company in Poland:
1. Ensure an active address for correspondence.
Solving this issue begins at the stage of choosing a place of registration. If you have registered a company at a “virtual office”, then, after registration, you should immediately sign the relevant contract with the company providing such services. It is also necessary to pay in advance for the services of the “virtual office”, so that the service of the company’s registration address is continuous.
Tip: pay for a virtual office right away for a year in advance. This will allow you to avoid unnecessary administration of monthly payments and generation of additional invoices.
If you organize the work of your real office in Poland, take care of the establishment and effectiveness of the postal communication channel: presence of a company sign, mailbox, postal power of attorney for an employee, etc.
No matter which office option you choose, it is important to ensure a normal pickup of correspondence of the newly created company. Because in Poland, communication with state bodies takes place mostly through the exchange of letters.
2. Sign an agreement with an accountant.
Correct accounting of a Polish company is extremely important. This should be taken care of immediately after registering the company in Poland. Bookkeeping should be entrusted to a professional with experience in this field.
Our firm has been cooperating with such accountants in Poland for a long time. Our partners provide high-quality accounting support for businesses in Poland.
3. Submit information to the Register of Ultimate Beneficiaries.
Since 2020, the Central Register of Real Beneficiaries (CRBR) has been operating in Poland. Each registered enterprise must submit information about its real owners (those who own more than 25% of the capital) and managers within 7 working days from the moment of entering information about it into the register. Failure to fulfill this obligation is subject to a fine of up to 1 million Polish zlotys.
Submission of information to the CRBR is carried out electronically using the digital signature of the head of the newly created company.
4. Open a bank account for the Polish company.
During the pandemic, and then during the war, the solution to this issue became somewhat more difficult. It is important to understand: remote opening of a bank account for a Polish company whose founders and managers are foreigners does not seem possible. The manager must personally appear at the bank to sign the necessary documents.
Moreover, the banks themselves are checking their future customers increasingly scrupulously before agreeing to open a business account. They carry out additional customer verification measures as part of countering money laundering and terrorist financing attempts.
When opening a bank account, you need to provide an extract about the company registration (KRS), founding agreement (umowa spółki), information about the planned activities, etc.
A mandatory requirement for opening a bank account is to enter information about the company owners in the Register of Ultimate Beneficiaries (CRBR).
5. Submit the NIP-8 form to the tax department.
This must be done within 21 days from the moment of registration. This document contains information about the company’s bank account and accountant. As a rule, NIP-8 is submitted by the accountant of the company after concluding the relevant contract with them.
As you can see, opening a company in Poland is a rather multifaceted process. From the very beginning of the idea implementation, many different aspects must be taken into account in order not to miss something important.
We, at Romaniuk & Partners Law Firm, can help you with this.
How we can be useful to you:
After establishing a company in Poland, we will also be able to help you in solving further issues of launching and running a business:
Call me: +48 728 386 766!
I will tell you about all this in more detail!
Dominika Czastka
Partner of Romaniuk & Partners Law Firm,
legal adviser in Poland
