Poland, with its thriving economy and strategic location in the heart of Europe, has become an increasingly popular destination for entrepreneurs looking to establish their businesses. If you’re considering starting a company in Poland, this guide will walk you through the essential steps of company incorporation, the reasons behind choosing Poland, key registration facts, incentives, and the various legal forms of Polish companies.
1. Company Incorporation in Poland — How to Start?
Starting a company in Poland involves several steps, but the process is relatively straightforward. Here’s a step-by-step guide:
i. Choose a Business Structure:
Before diving into the registration process, decide on the legal structure of your business. The most common forms in Poland are a limited liability company (Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.), joint-stock company (Spółka akcyjna – S.A.), and sole proprietorship.
ii. Name Your Company:
Choose a unique and acceptable name for your company. Check the availability of the chosen name with the National Court Register (Krajowy Rejestr Sądowy – KRS).
iii. Draft Articles of Association:
Prepare the Articles of Association outlining key details about your company, including its purpose, registered office, share capital, and internal structure.
iv. Obtain a PESEL Number:
As a foreign entrepreneur, you’ll need a PESEL number, a personal identification number, to conduct business activities in Poland.
v. Open a Business Bank Account:
To complete the registration, you’ll need a Polish bank account for your company. This account will be necessary for managing financial transactions and capital.
vi. Register with the National Court Register:
Submit your company documents to the National Court Register, where your company will be officially registered. This step is crucial for obtaining a REGON (statistical number) and NIP (tax identification number).
2. Why Shall I Register the Company in Poland?
i. Strategic Location:
Poland’s central location in Europe makes it a gateway to both Eastern and Western markets, providing easy access to a vast consumer base.
ii. Growing Economy:
Poland has experienced consistent economic growth, making it an attractive market for businesses. The country’s stable economy creates a favorable environment for investment.
iii. Access to Skilled Labor:
Poland boasts a well-educated and skilled workforce, offering a competitive advantage for businesses in various industries.
iv. EU Membership:
As a member of the European Union, companies registered in Poland benefit from the EU’s single market, facilitating trade and business operations across member states.
3. Key Registration Facts and Incentives
i. National Court Register (KRS):
The KRS is the central database of companies and their details in Poland. Registration with the KRS is mandatory for all businesses.
ii. REGON and NIP Numbers:
Obtaining a REGON and NIP number is crucial for tax purposes and statistical reporting. These numbers are assigned during the registration process.
iii. Tax Incentives:
Poland offers various tax incentives, including reduced corporate income tax rates for certain investments and research and development activities.
iv. Special Economic Zones (SEZs):
Consider registering your business in one of Poland’s Special Economic Zones, which offer additional incentives such as tax exemptions and reduced labor costs.
4. Which Legal Form of Polish Company Shall I Choose?
Choosing the right legal form for your company depends on factors such as the scale of your business, liability concerns, and the number of shareholders. Here are the main legal forms:
i. Limited Liability Company (Sp. z o.o.):
A popular choice for small to medium-sized enterprises, providing limited liability for shareholders and a flexible internal structure.
ii. Joint-Stock Company (S.A.):
Suitable for larger enterprises with multiple shareholders, offering the possibility of raising capital through the stock market.
iii. Sole Proprietorship:
Ideal for individual entrepreneurs looking for simplicity and full control over their business operations.
5. What Documents Do I Need to Incorporate a Company in Poland?
i. Articles of Association:
A legal document outlining the company’s purpose, internal structure, and rules of operation.
ii. Identification Documents:
Personal identification documents for shareholders and directors, including a PESEL number for foreign entrepreneurs.
iii. Proof of Registered Office:
Documents confirming the registered office address, such as a lease agreement or property ownership documents.
iv. Bank Account Details:
Provide details of the business bank account opened in Poland.
v. Application Forms:
Complete and submit the necessary application forms for registration with the National Court Register.
Frequently Asked Questions (FAQ) on Company Registration in Poland
Q1: What are the main types of business structures in Poland?
A1: The most common business structures in Poland are a limited liability company (Sp. z o.o.), joint-stock company (S.A.), and sole proprietorship.
Q2: How do I check if my chosen company name is available?
A2: You can verify the availability of your chosen company name by checking with the National Court Register (KRS), which maintains a database of registered companies in Poland.
Q3: What documents are required for company registration in Poland?
A3: The essential documents include the Articles of Association, personal identification documents for shareholders and directors, proof of the registered office, bank account details, and completed application forms for registration.
Q4: Do I need a PESEL number to register a company in Poland?
A4: Yes, a PESEL number (personal identification number) is required for foreign entrepreneurs to conduct business activities in Poland.
Q5: How long does it take to register a company in Poland?
A5: The registration process typically takes a few weeks, depending on factors such as the completeness of documentation and the workload of the National Court Register.
Q6: Can a foreigner be a shareholder or director in a Polish company?
A6: Yes, foreigners can be shareholders and directors in a Polish company. However, they need a PESEL number and may be required to appoint a local representative.
Q7: What are the tax incentives for companies in Poland?
A7: Poland offers various tax incentives, including reduced corporate income tax rates for specific investments, research and development activities, and tax benefits in Special Economic Zones (SEZs).
Q8: What is the National Court Register (KRS)?
A8: The National Court Register is a central database of companies and their details in Poland. Registration with the KRS is mandatory for all businesses.
Q9: Can I register my business in a Special Economic Zone (SEZ)?
A9: Yes, registering your business in a Special Economic Zone can provide additional incentives such as tax exemptions and reduced labor costs.
Q10: What legal form should I choose for my business in Poland?
A10: The choice of legal form depends on factors like the size of your business, liability concerns, and the number of shareholders. Common forms include Sp. z o.o. for smaller enterprises and S.A. for larger corporations.
Q11: Do I need to have a physical office in Poland to register a company?
A11: Yes, you need a registered office address in Poland to complete the company registration. This can be a physical location or a virtual office.
Q12: Can I open a business bank account in Poland as a foreigner?
A12: Yes, foreign entrepreneurs can open a business bank account in Poland. It is a crucial step in the registration process.
Q13: Are there any restrictions on foreign ownership in Polish companies?
A13: Generally, there are no restrictions on foreign ownership in Polish companies. However, certain sectors may have specific regulations, and it’s advisable to check these beforehand.
Q14: Is it possible to change the legal form of my company later?
A14: Yes, it is possible to change the legal form of your company in Poland. However, the process involves specific legal steps and approvals.
Q15: How often do I need to file tax returns for my company?
A15: Companies in Poland are required to file annual tax returns, and the frequency may vary based on the type of taxes applicable to your business.
In conclusion, establishing a company in Poland offers a gateway to a vibrant market, strategic location, and a favorable business environment. By following the outlined steps and considering the legal forms and incentives available, you can pave the way for a successful venture in this dynamic European country.