Company incorporation in Poland

Company Incorporation in Poland – Step by Step

Incorporating a company in Poland offers several advantages and opportunities for entrepreneurs and investors. It’s important to conduct thorough market research and consider your specific business requirements before deciding to incorporate a company in Poland. Consulting with legal and business professionals who specialize in company formation can provide valuable guidance and ensure compliance with all legal and regulatory obligations. Incorporating a company in Poland involves a series of steps and requirements that need to be followed meticulously. Whether you are a foreign investor or a local entrepreneur, understanding the process is essential to ensure a smooth and successful company formation. This article provides a general overview of the steps involved in incorporating a company in Poland.

1. Required documents: To incorporate a company in Poland, the required documents may vary based on the company type and individual circumstances. However, the typical documents necessary for company incorporation in Poland include for private individuals: ID or passport, for foreign companies intending to register a subsidiary in Poland: excerpt from the local company registry with Apostille, ID or passport. If you want to register a company remotely without visiting Poland, you can appoint lawyers to represent you in the company formation process through a power of attorney. In this case, you will need a notarial power of attorney from your country of residence, which should be apostilled or legalized. You could also set up company online. Read more.
2. Company Type: Decide on the type of company you want to incorporate. The following options are available:
   1. Polish Corporate Companies:
      • Polish Limited Liability Company – spółka z ograniczoną odpowiedzialnością (sp. z .o.o.),
      • Polish Joint-stock Company – spółka akcyjna (S.A.),
      • Polish Simple Join-stock Company – prosta spółka akcyjna (PSA),
   2. Polish Partnerships:
      • Polish Polish Limited Partnership – spółka komandytowa (sp.k.),
      • Polish Registered Partnership – spółka partnerska (sp.p.),
      • Polish General Partnership – spółka jawna (sp.j.).
3. Company Name: Choose a unique name for your company. The name should comply with Polish naming regulations and not infringe on existing trademarks or company names.
4. Articles of Association: Prepare the Articles of Association (AoA) or statutes. The AoA should outline the company’s purpose, registered office, share capital, management structure, and other relevant details.
5. Share Capital: Determine the initial share capital required for your chosen company type. For a limited liability company (sp. z o.o.), the minimum share capital is PLN 5,000 and must be paid upon registration. Depositing the share capital of the Polish company, typically involving a monetary deposit into the company’s bank account. It may also involve transferring real or movable property rights to the company, depending on the agreement among shareholders.
6. Registered Office: Obtain a registered office address in Poland where official correspondence and documents can be sent.
7. Shareholders and Management Board: Determine the shareholders and appoint at least one Member of the Management Board (managing director) who will represent the company. Shareholders can be individuals or legal entities, and they can be of any nationality.
8. Notary Visit: For certain types of companies, a visit to a notary may be required to certify the articles of association (the LLC articles of association need to be prepared in the form of a notarial deed) or other documents.
9. Registration Process: Complete the registration process with the National Court Register (Krajowy Rejestr Sądowy) and the appropriate tax authorities. The required documents typically include the AoA, identification documents of shareholders and directors, proof of share capital payment, and other relevant forms. Read more.
10. Tax Registration: Register your company with the tax authorities, including for VAT (if applicable).
11. Social Security and Health Insurance: Register your employees (if any) for social security and health insurance purposes.
12. Permits and Licenses: Depending on the nature of your business activities, you may need to obtain specific permits, licenses, or registrations.
13. Accounting and Reporting: Set up an accounting system and ensure compliance with accounting and reporting requirements.

How to Incorporate a Company in Poland – Legal Advice

It’s important to note that the process and requirements may vary depending on the type of company and your specific circumstances. It is advisable to consult with a professional, such as our lawyers, who specializes in company formation in Poland to ensure compliance with all legal and regulatory obligations.

However, the most popular form of structuring business activity in Poland is through a Limited Liability Company (LLC/sp. z o.o.). This choice is primarily due to the liability limitation feature offered by corporate companies, protecting shareholders or stockholders from unlimited liability that exists in partnerships. While LLCs are generally the preferred investment form in Poland, specific project requirements or regulatory reasons may lead to different choices.