COMPANY FORMATION IN POLAND

Poland’s economic stability, skilled workforce, and central location in Europe make it an ideal place for foreign investors. The country offers low corporate taxes, numerous incentives, and access to the entire European Union market. Here’s a detailed look at how you can start a company in Poland.

Forming a company in Poland involves several key steps. Here’s a simplified, easy-to-follow process:

1. Choose a Business Structure

Poland offers various business structures, but the most common ones include:

• Limited Liability Company (Sp. z o.o.): Ideal for small to medium-sized enterprises.
• Joint Stock Company (S.A.): Suitable for larger businesses.
• Limited Partnership (Sp. K.): Good for businesses with varying levels of involvement from partners.

2. Reserve Your Company Name

Ensure your chosen name is unique and complies with Polish naming regulations. You can check name availability online through the National Court Register (KRS).

3. Draft the Articles of Association

The Articles of Association outline your company’s internal rules, including:

• Company name and address
• Business activities
• Share capital and shares
• Management structure

This document must be signed by all shareholders and notarized.

4. Deposit Share Capital

For a Limited Liability Company, the minimum share capital is 5,000 PLN (€1,100). This capital must be deposited into a company bank account before registration.

5. Register with the National Court Register (KRS)

Submit your registration application online through the KRS. The application should include:

• Articles of Association
• Proof of share capital deposit
• Personal details of directors and shareholders
• Company address

6. Obtain a Tax Identification Number (NIP)

After registering with the KRS, apply for a Tax Identification Number from the National Revenue Administration. This step is essential for tax purposes.

7. Register for VAT

If your business activities require it, register for VAT. This can be done simultaneously with the NIP application.

You can also form a company online through the eKRS system, which simplifies the process. This requires:

• Electronic signatures for all documents
• A notarized power of attorney if using a representative

The full list of documents may vary depending on the type of your future company and your specific circumstances, so you can always contact Niedziolka & Associates and receive qualified legal advice.

However, in general, to incorporate a company in Poland it is usually necessary to have the following documents:

1. For Individuals:

2. For a representative of a foreign company to register a subsidiary in Poland:

If you want to incorporate a company remotely without coming to Poland, Niedziolka & Associates will offer you all possible options. For example, our team can officially represent you and your interests when setting up a company by proxy in Poland. To do this, we will need a notarized power of attorney issued in your country of residence. We can provide you with a sample power of attorney for execution, and such a power of attorney should be apostilled or legalized.

Poland offers several benefits for businesses, including:

• Low Corporate Tax Rates: The corporate income tax (CIT) rate is 9% for small businesses with annual revenue up to EUR 2 million and 19% for larger businesses.
• Economic Incentives: Various tax exemptions and grants are available, particularly in Special Economic Zones (SEZs).
• Skilled Workforce: Poland boasts a highly educated and skilled workforce, particularly in fields like IT and engineering.

Strategic Location: Located in the heart of Europe, Poland provides easy access to the EU market and has well-developed infrastructure.

Companies like Niedziolka & Associates provide full support throughout the company formation process. Their services include:

• Document Preparation: Drafting and notarizing the Articles of Association and other necessary documents.
• Registration Assistance: Submitting applications to the KRS and obtaining the NIP.
• Legal Advice: Offering guidance on the best business structure and compliance with Polish laws.
• Post-Incorporation Services: Helping with VAT registration, opening bank accounts, and ongoing legal support.

Frequently Asked Questions

What are the costs involved in forming a company in Poland?

Costs can vary based on the type of company and services used. Basic costs include registration fees, notary fees, and the minimum share capital. Additional costs may include legal and advisory fees.

How long does it take to register a company in Poland?

The registration process typically takes around two to four weeks, depending on the completeness of your documentation and the workload of the National Court Register.

Can a foreigner be a sole shareholder or director of a Polish company?

Yes, foreigners can be sole shareholders or directors of a Polish company. However, it is essential to comply with Polish regulations and provide the necessary documentation.

What are the annual compliance requirements for companies in Poland?

Companies must submit annual financial statements, maintain proper accounting records, and comply with tax obligations, including VAT returns if applicable.

Is it necessary to have a physical office in Poland?

While it is not mandatory to have a physical office, having a registered address in Poland is required. This address will be used for official correspondence and company registration.

Conclusion

Forming a company in Poland is a strategic move for any business looking to expand in Europe. With its business-friendly environment, favorable tax rates, and strategic location, Poland provides a solid foundation for growth. By following the steps outlined in this guide and leveraging professional support services, you can efficiently establish your business in Poland and take advantage of the many opportunities this dynamic country has to offer.

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