COMPANY FORMATION IN POLAND
Poland attracts many foreign investors and entrepreneurs as a business location due to its stable economy and great potential for doing business. Additionally, if you want to start a business in Poland, incorporation of a company is one of the ways to discover all the advantages and prospects of the Polish and European markets.
Our company, Niedziolka & Associates, provides qualified and professional services for incorporating companies in Poland. We provide comprehensive support to our clients with all formalities related to the establishment of business entities and help consider all the nuances of Polish legislation. We take into account every detail and responsibly accompany every stage of your business creation.
Updated On: 09-01-2024
Steps to Company Formation in Poland
The process of establishing a company in Poland is relatively straightforward and can be completed within a few weeks. The key steps involved are:
1. Choose a Business Name: Ensure the name is unique and complies with Polish naming regulations.
2. Obtain a Tax Identification Number (NIP): Register with the Polish National Revenue Administration (KAS) to obtain a NIP, which is essential for tax purposes.
3. Draft Articles of Association: Prepare the Articles of Association, outlining the company’s structure, governance, and shareholder rights.
4. Deposit Share Capital: Deposit the required share capital into a Polish bank account. The minimum share capital for a limited liability company is 5,000 PLN (approximately €1,100).
5. Submit Registration Application: Electronically submit the registration application to the National Court Register (KRS), along with the Articles of Association, proof of share capital deposit, and other required documents.
6. Obtain Company Registration Certificate: Upon KRS approval, receive the company registration certificate, officially establishing the company’s legal existence.
Our offer for setting up a company in Poland includes the following services:
- EOpening and full registration of a new company in Poland;
- EReady-made (shelf) companies in Poland;
- ECompanies with concessions and licences in Poland.
Every investor and entrepreneur exploring business opportunities in the Polish and European markets, contemplating Poland as an investment destination, can rely on the expert guidance of Niedziolka & Associates.
The process of launching or acquiring a company in Poland entails specific stages crucial for business initiation and development. Our dedicated team at Niedziolka & Associates can assist you in navigating these stages, helping you choose the optimal approach. Whether in person or remotely, we provide comprehensive support, eliminating the need for you to personally visit Poland.
Streamline Your Company Formation in Poland with Expert Guidance
Where to start Incorporating a Company in Poland and What Legal Form of a Polish Company to Choose?
The first step in the process of incorporating a company in Poland is choosing the legal form of your future Polish entity. The most popular choice among Polish investors and entrepreneurs is LLC — Limited Liability Company (Spółka z ograniczoną odpowiedzialnością or Sp. z oo) — since it has the advantage of limited liability, is easy to register and allows you to quickly start business. Moreover, this type of business entity can be incorporated by a single person and requires minimum authorized capital in the amount of PLN 5,000, which is more affordable than in the case of share capital.
However, Polish legislation provides for many possible legal forms for your business. This allows investors and entrepreneurs to choose the preferred type of company that best suits your business needs. The most suitable options for foreign investors and companies are:
Polish corporate companies:
- ELimited Liability Company (Spółka z ograniczoną odpowiedzialnością – Sp. z oo)
- EJoint Stock Company (Spółka akcyjna – SA)
- ELimited Liability Company (Spółka Komandytowo-Akcyjna – SKA)
- ERegistered partnership (Spółka Jawna – Sp.J.)
- ELimited Liability Partnership (Spółka Komandytowa – Sp. K.)
- EBusiness partnership (Spółka Cywilna – SC)
The next crucial step in establishing your new company is to identify key features such as the name, authorized capital, and representation rules. Our team of experts at Niedziolka & Associates can assist you in determining these essential elements. You can always reach out to us for legal advice, and we will promptly and efficiently guide you through every stage of your company registration in Poland.
Once you’ve decided on the structure of your investment, whether it’s a direct personal shareholder role or the incorporation of a subsidiary, our team will help you choose the best solution tailored to your specific situation. Additionally, we will provide a comprehensive list of documents necessary for the smooth incorporation of your company in Poland.
Whether you plan to be physically present in Poland during the incorporation process or prefer a remote approach, feel free to contact us. Additionally, our qualified experts, including lawyers and attorneys at Niedziolka & Associates, are ready to assist you remotely. Moreover, entrust the creation of your company to our experienced professionals who offer a full range of business services, covering the registration, incorporation, and re-registration of legal entities, foreign representative offices, divisions, and branches in Poland.
In summary, Niedziolka & Associates is dedicated to ensuring a seamless and efficient process for your company’s establishment in Poland, providing expert guidance and comprehensive services at every step.
Why register a Company, and What are the Advantages of Incorporating a Company in Poland?
A stable and growing economy makes Poland an attractive country for investors, with good opportunities for your business development. Moreover, Polish legislation provides for various incentives for each investor who incorporates a company in Poland, one of which is the following tax benefits:
- ELow corporate tax (CIT) at 9% (for income up to EUR 2 M), and from 2022 — 0% withholding tax (Estonian CIT);
- E5% tax on income derived from intellectual property rights in the Innovation Box scheme;
- ETax incentives for research and development (R&D), allowing for increased deduction of eligible costs from the tax base;
- EInvestments in special economic zones (SEZs), which provide exemption from corporate income tax and property tax.
Foreign investors and entrepreneurs often decide to incorporate a company in Poland, relying on other advantages and benefits of the Polish market:
- EA stable economic environment with a developing economy, growing GDP and a massive human capital consisting of an educated and skilled working-age population;
- EStrategical location in the heart of Europe, with a well-developed motorway network, numerous airports and the third largest railway network in the EU;
- EA large domestic market with attractive conditions for business development in preferential areas throughout the territory;
- EThere are no restrictions for foreigners and foreign capital, which allows non-residents to successfully develop their business in Poland and the EU;
- EStability, supported by a comfortable business climate and economic competitiveness of companies on the market;
- EInvestment aid in the form of tax incentives and grants, especially for investments in special economic zones or when hiring employees in areas with higher unemployment rates.
If you want to set up a company in Poland or expand your business, corporate law and company set up experts at Niedziolka & Associates will answer all your questions and offer the most favourable terms of cooperation. With our help, you can be sure that the procedure of incorporating or purchasing a company in Poland will be not only effective, but also safe.
What Documents do I need to Incorporate a Company in Poland?
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:
- EID card or Passport;
2. For a representative of a foreign company to register a subsidiary in Poland:
- EAn apostilled extract from your local company register;
- EID card or Passport.
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.
What does the Service of Setting Up a New Company in Poland Include?
When a foreign investor or entrepreneur needs a new Polish company, custom-made and fully tailored to his needs, to start a business in Poland, Niedziolka & Associates knows what to offer. At the client’s request, a registered legal entity or a fully incorporated new company can be provided, ready to do business in Poland within a few days.
What is included in the scope of services provided by Niedziolka & Associates for the establishment and incorporation of companies in Poland:
- EDrafting and execution of all necessary company documents;
- EDevelopment and drafting of a foundation agreement and articles of association;
- EProviding a registered address;
- EConsultations on choosing a bank and opening bank accounts,
- ERegistration with the REGON (National Official Business Register) Central Statistical Office;
- ENIP registration (VAT ID);
- ERegistration with ZUS (Social Insurance Institution);
- EPremium landline number of virtual PBX.
Since Polish labour legislation is constantly changing, according to the latest changes there is no need to register a new business entity with the National Labour Inspectorate and the Main Sanitary Inspectorate. However, if you need any legal support and official representation in any competent authorities, you can always contact Niedziolka & Associates for this.
Another solution for foreign companies that want to do business in Poland is to use the form of a branch or a representative office. If you are considering this option for your business, please contact us for more advice.
At the request of clients, Niedziolka & Associates also provides companies with various benefits and licences, including the following:
- EOPC – liquid fuel trading;
- EOPG – natural gas trading;
- EOEE – electricity trading;
- EForex trading;
- EShale gas.
The procedure of incorporating a company in Poland will be comfortable and safe if, firstly, you cooperate with a team of knowledgeable experts specializing in legal relations and knowing the peculiarities of document flow. Additionally, the comprehensive corporate services provided by the Niedziolka & Associates team are tailored to the needs of each client. Moreover, they consider the features of small, medium, or large companies in Poland. Furthermore, the team ensures a seamless process, guiding clients through every step. In conclusion, entrusting your company incorporation to such experienced professionals guarantees a smooth and efficient experience.
What does Registering a Subsidiary Include, And What are the Benefits?
Another expedited and secure option for foreign investors and entrepreneurs is a fiduciary company registration, which, with the help of the experts and attorneys at Niedziolka & Associates, may be your best choice for the following reasons:
- EForeign individuals, as well as foreign corporations, cannot open a company in Poland on an expedited basis due to restrictions of Polish legislation;
- EinCorporating a new company in Poland for foreign investors and entrepreneurs under the standard procedure takes from 3 to 8 weeks;
- EAt the initial stage, the standard procedure for incorporating a company in Poland involves lots of formalities and requirements for the necessary documents, while incorporating a fiduciary company at the initial stage is simpler, and the documents can be collected and submitted later.
Foreign Investors and Entrepreneurs
Thus, foreign investors and entrepreneurs who want to avoid significant formalities and need the expedited company registration in Poland based on a specific request, have the opportunity to receive a new, fully functional Polish company without risks and history within 1-5 working days.
It is safe and effective because, upon your request, the experts and attorneys at Niedziolka & Associates seamlessly incorporate a trust company within a few days. Additionally, they promptly appoint your designees as its directors, giving you full control of your new company in Poland at the initial stage. The company’s shares are held in trust by Niedziolka & Associates until they are transferred to your designated beneficiary.
In contrast to buying a ready-made company in Poland, this process ensures that you receive a completely new company established specifically at your request. Through the procedure of fiduciary registration, the company attains all the necessary functions and characteristics of your choice, including type, name, location, etc. Notably, we incorporate your company in the name of Niedziolka & Associates and securely hold the shares in trust until we transfer full control of the company to you immediately after incorporation.
How to Incorporate a Company in Poland Online?
Another convenient opportunity is online incorporation of a company in Poland. In order to settle all the formalities and carry out the necessary steps, our Niedziolka & Associates team will need several days. All you need to do is fill out the online company registration form in Poland.
Since Polish law provides for the possibility of online registration of a new company in Poland, you can take advantage of this opportunity and streamline the procedure of incorporating your future Polish business, regardless of your place of residence or citizenship.
Once your application is approved, the experts, lawyers and attorneys at Niedziolka & Associates will efficiently and safely guide you through all further necessary steps so that your company is ready to operate within days. Moreover, everything can be done remotely, and you do not have to visit Poland for this.
If you want to incorporate a company online or 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.
Can A Foreigner Set Up a Company In Poland?
To incorporate a company in Poland, it is not necessary to be a resident or citizen of this country. Foreign direct investments are encouraged in Poland, so foreign entrepreneurs can take advantage of all the benefits to develop their business.
An important advantage for foreign investors and entrepreneurs is the extensive program of tax incentives and encouragement of research and development activities. Furthermore, in Poland, there are special economic zones where companies have preferential tax regimes and special conditions for doing business.
Moreover, when deciding to incorporate a company in Poland, take into account the features of the procedure for different sectors of the economy and individual requirements for legal entities, including foreign ones. Additionally, experts, lawyers, and attorneys at Niedziolka & Associates advise local and foreign entrepreneurs on all current issues and provide comprehensive corporate and legal services, including tax support.
Malgorzata Maria Niedziolka
CEO and founder of Niedziolka & Associates
Expert in the field of cooperate, commercial and immigration law, private equity and venture capital investments, as well as the purchase and sale of real estate in Poland.
Many years of experience in reputable law and consulting firms in Poland and abroad, as well as work in the public administration system in Poland, allow her to confidently and effectively navigate the over-regulated local legal system, providing high-quality legal services to a wide range of people, including foreign investors and international corporations.
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