Why Poland? Poland offers several advantages for businesses, making it an attractive destination for investment and company establishment. Poland is strategically located in the heart of Europe, providing businesses with access to a vast consumer market  of millions potential clients and contractors especially within the European Union (the population of Poland is approximately 38 million people). The country has a long industrial tradition and a well-established supply chain, making it an attractive location for companies involved in manufacturing and production.

Poland has experienced steady economic growth over the years, creating a growing middle class with increasing purchasing power. Also, this country boasts a highly educated and skilled workforce, known for its reliability, flexibility, and well-developed language skills. Comparing to many other European countries, labour costs in Poland are relatively low, so it provides a cost advantage to businesses, particularly in industries that require skilled workers.

If you are considering setting up a company in Poland, depending on your preferences, you can either set up a new company in Poland or buy an existing company (i.e. its shares).

Below we briefly describe the most important steps in each of these solutions, in relation to the Polish limited liability company – “LLC” (spółka z ograniczoną odpowiedzialnością – “sp. z o. o.”), which is the most common form of company in Poland. LLC may be formed either by an individual or a corporate body company/ legal entity (for example company) – Polish or foreign within short period of time, even without the necessity to visit Poland.

Setting up a company in Poland step by step

To establish a company in Poland, you’ll need to follow several steps and fulfil certain requirements. Here’s a general outline of the process:

Company type – why LLC? Currently the most popular form among foreigners, foreign companies and investors are limited liability companies. This form provides flexibility of the composition of corporate bodies and allows them to limit the liability of their owners as well members of their bodies to the significant extent permitted by law.

Registered office and address: It should be determined in which Polish city the company will operate and at what address. If there is no such address, it’s worth to use the services of a virtual office – such offices answer the phones, receive correspondence of their clients and oftentimes provide them with a place to hold meetings.

Object of activity At this stage, it is sufficient for you to indicate what the company will be engaged in according to the Polish catalogue of business activities.

Company name: Choose a unique name for your company that complies with Polish regulations. The name should not infringe any trademarks or existing company names, nor mislead as to the object of the day-to-day activities of the company.

Share capital and shareholders: Determine the required share capital for your chosen company type. For a limited liability company the minimum share capital is PLN 5,000 (ca. EUR 1,125). The contribution can also be an in kind contribution e.g. industrial machinery, vehicles, patents. Remember that shares in the share capital may be contributed and held by one or more shareholders.

Management board: Members of the management board conduct company’s affairs and represent it before third parties. A member of the management board may also be a shareholder or a person from outside the company structure, regardless of nationality (there is no requirement of appointing a local director).

Documents required: The most significant document is articles of association (“the company’s bylaws”) that outline the rules and regulations governing the limited liability company operations. It should include details like the company’s name, registered office, objects of activity, share capital, shareholders, and rules of operation of its bodies etc.

Also the management board of the company is obliged to prepare several brief statements– for example data of members of the bodies or declaration on the contribution of share capital.

There are two ways of preparing and filing company documents – depending on the needs you can:

1. submit an application on-line via S24 Portal – all documents (including articles of association) may be signed electronically with the use of electronic signatures accepted by the S24 Portal. S24 allows registration of a company in National Court Register (Polish company register) within 1-5 working days. This solution is appropriate for newly formed companies having basic principles of corporate governance. This option is not possible if you want to make an in kind contribution.

Registration fee – 350 PLN (approx. 78 EUR) for registration in the National Court Register.

1. visit a notary public in Poland to have the articles of association in a form of a notarial deed. The rest of the necessary documents may be made in writing or signed with electronic signatures acceptable under Polish law and filed via the National Court Register on-line system. This alternative takes longer (ca. from two weeks to month and a half depends on the city; sometimes it takes longer) and involves higher costs than setting up the company electronically through S24 Portal. On the other hand it enables introducing more complex principles of corporate governance and in kind contributions.

Registration fee – 600 PLN (approx. 135 EUR) for registration in the National Court Register plus notary fees.

Purchase of shares in an existing company

If you do not want to form a company or if you want to acquire shares of a chosen company, you can conclude a share purchase agreement with an entity or person of your choice, intending to sell the shares in LLC.

Overall, taking over a Polish limited liability company involves purchasing all of its shares or part thereof. Once you have selected the company you wish to acquire, you can proceed to due diligence of company’s legal, financial and organizational situation. Next, if the final share transfer price and other details of the share purchase agreement have been agreed, a share purchase agreement is concluded. Such agreement must be signed at a notary public, unless you are acquiring shares in
a company established by the S24 Portal under the condition that any previous amendments to the articles of association of such a company were also made by the S24 Portal.

Irrespectively of the acquisition of shares, you are free to change the existing articles of association or composition of the company’s bodies – including its name, share capital, objects of activities or the number of persons in its bodies. To do so, it is worth to ensure that you have the entirety or an appropriate majority of votes comparing to the other shareholders.

Subsequently acquisition of shares and any changes must be reported to the commercial court as described in point a) or b) above.

Attorney-at-law can help you set up a company or buy shares without visiting Poland

You can draw up all or part of the above documents with the help of an attorney who will set up
a company or buy shares on your behalf, sign all the necessary documents as well will represent you before court during registration process. For this purpose, you can grant to Polish lawyer a notarised and apostilled power of attorney to be effective in Poland.

Post-registration obligations

Submitting filing with CRBR/ Beneficiary Owner Reporting: within 7 days from the date of entry into the National Court Register you need to submit electronically the information on the beneficial owners of company to the governmental IT system called CRBR.

Payment of PCC (tax on civil law transaction): in case of setting up a new company it is 0,5% on the value allocated to the share capital to be paid by the company, whereas in case of acquisition of shares in the Polish company the rate is 1% of the market value of acquired shares to be paid by purchases. Tax shall be paid within 14 days from the date of the setting up a company indicated in articles of association/ the date of concluding the share purchase agreement.

Tax registration: Register your company for tax purposes with the relevant tax authorities. You’ll need to obtain a tax identification number (NIP) and register for Value Added Tax (VAT) if applicable.

Social security and health insurance: Register your company and employees for social security and health insurance contributions with the Social Insurance Institution (Zakład Ubezpieczeń Społecznych/ZUS).

Business permits and licenses: Depending on your business activities, you may need to obtain specific permits, licenses, or certifications. Research the requirements related to your industry to ensure compliance.

Opening a bank account: Open a corporate bank account in Poland to manage your company’s finances.

Ongoing reporting and compliance: Familiarize yourself with ongoing reporting requirements and comply with tax, accounting, and other legal obligations. With the support of specialists (i.e. lawyers, accountants) you will quickly and effortlessly fulfil ongoing duties.

It’s important to note that the above steps are a general, simplified guideline, and the process may vary based on your specific circumstances and the type of company you want to establish. It’s advisable to consult with a local lawyer who can provide tailored advice and assistance throughout the company formation process.

Please contact us at the following address: office@legallysmart.pl We will be more than happy to guide you through the process and respond to your every query.