Open a Company in Poland

Poland is a country that has proven its stability during the financial crisis and also a location that offers promising opportunities for investors. The business climate, as well as the economic competitiveness, have been improving over the last years and now the country has a successful economy, a large internal market, offers access to the skilled labor force and offers attractive conditions for doing business in preferential areas throughout the territory.

 

Company formation in Poland is a simple process that requires a few key steps for registering the business. First-time investors in Poland, as well as foreign entrepreneurs,  can rely on the help provided by our team of agents.

 

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One of the preliminary steps when opening a Polish company is to choose between the various types of Polish structures. 

Poland allows investors to choose between various types of business structures that best suit their business needs. The list below describes the main characteristic of the main types of companies in Poland: 

 

The Sp.z.o.o. is a preferred business form because of the limited liability (only to the extent of the capital contributions) and the fact that it is suited for small and medium businesses. This type of business entity requires a minimum share capital of 5,000 PLN, more affordable than in the case of the joint stock. The capital must be deposited before registration. Only one director and one shareholder and required to open this company. A special requirement is that the Sp.z.o.o. maintains a registered office in Poland. 

 

Investors who have a higher capital available for the incorporation of a company can start a Polish S.A. (Spolkaakcyjna - Joint-Stock Company). This type of company in Poland requires a much larger minimum share capital, 100,000 PLN and the shares are to be subscribed for in-kind contributions and paid no later than one year after the incorporation of the company. Like in the Sp. z.o.o, the liability of its members is limited by the contribution to the capital.

The Sp.z.o.o and the SA are founded by at least one shareholder and one director and it is mandatory for the business entity to have a registered office. 

 

Foreign investors who cannot be present during the entire company registration procedure can appoint a representative through a power of attorney. The presence of the founder may be needed in order to open a bank account where the initial capital will be deposited.

Steps for company formation in Poland

1. choose a company type: this is an important choice and one that will determine other requirements for the future legal entity, such as the minimum share capital requirements.
2. choose a company name: the business is required to have an original name and the founders can perform a preliminary name check.
3. draft the articles of association: the constitutive documents of the company are drawn up and then executed in front of a notary public.
4. deposit the minimum share capital: for this purpose, a bank account is opened and the minimum share capital is deposited there.
5. actual company registration: once the company has a bank account and the Articles of Incorporation have been drafted and notarized, it can be registered at the National Court Register.
6. other registrations: following its registration the company can then obtain the KRS number and then it can be registered for tax purposes. After this step, the company will obtain the NIP number. 

 

 

Investors interested in specific taxation matters, like the corporate tax and dividend tax can ask for detailed information from our team of Polish company formation specialists.

 

The company must register for VAT purposes only if it engages in activities that are subject to VAT. In order to register for taxation purposes in Poland, the company founder will need to provide the Articles of Association, or the company charter, the statistical number, the REGON certificate, an excerpt from the  National Court Register and the bank certificate.

 

For the purpose of hiring employees, companies must register with Social Insurance Institution and at the National Labor Inspectorate. 

 

The main taxes applicable to companies in Poland are the corporate income tax, the value added tax, the stamp tax, real estate tax and excise duty. Foreign companies are subject to the same taxes as local companies, however, when a double tax treaty applies, a foreign entity may benefit from a certain level of tax relief, as described in that agreement. The EU Parent-Subsidiary Directive is relevant to the taxation of foreign legal entities in the country.

 

The Polish corporate income tax rate is 19% (in 2018) and it applies to the worldwide income of resident companies and the Polish-sourced income for non-resident companies. a lower corporate tax rate of 15% can apply to small companies in Poland. However, this provision is subject to certain conditions. 

 

Both employers and employees are required to make social security contributions, up to a certain percentage of the salary (approximately 35%). 

 

For tax compliance purposes, the tax year in Poland is the same as the calendar year or any other twelve-month period, as chosen by the taxpayer. Grouping for taxation purposes is possible for companies in Poland.

 

Costs for company formation in Poland 

1. Company formation fee – we offer complete services for company formation in Poland for approximately 1,800 euros.
2. Virtual office cost – our team offers virtual office packages that can be personalized for around 60 euros/month.
3. Accounting costs – the costs for accounting services in Poland start from 100 euros/month.
4. Registration fee – approximately 600 PLN (around 140 euros) for registration in the National Court Register.
5. Minimum share capital – the minimum share capital for a private limited liability company in Poland is at least 5,000 PLN (approximately 1164 euros).
    

 

Direct foreign investment is encouraged in Poland and foreign entrepreneurs are treated the same way as local ones. A few exceptions do apply in sectors like fuel and energy, aviation services, mining or security services.

 

There are a few requirements for legal entities, including for foreign-owned ones, such as having a registered office in Poland and opening a bank account. As far as the profits of foreign entities in Poland are concerned, foreign investors are allowed to remit all of their profits abroad.

 

The country has an extensive tax incentive program and favors R&D activities. Tax deductions of 30-50 percent are possible for qualifying research and development activities. What’s more, Poland has a large number of Special Economic Zones where companies benefit from preferential tax regimes and business terms.

Frequent Asked Questions about Polish Company Formation

Poland is an attractive country for investors because of its stable and fast-growing economy, the skilled workforce which has lesser costs than in other EU countries and the special investment zones that offer preferential tax treatment.

 

Key investment areas include agriculture, manufacturing, automobile, chemicals, textiles, food processing, and, in recent years, the real estate market.

 

Investment aid is available in the form of tax exemptions, grants, and tax relief, especially when the investment is made in a special economic area or when the business will hire employees in areas where unemployment has a higher level. The Free Trade Zones are the ones with the most notable tax exemptions for real estate and tax exemptions from income tax. The main countries that have been investing in Poland over the years include the Netherlands, Germany, Luxembourg, Austria, and France. In 2016, the main investment sectors were manufacturing, technical and scientifically activities, information and communication, real estate and wholesale and retail trade, especially in the automotive sector. 

 

Also in terms of taxation, foreign investments are encouraged in Poland through the larger number of Double Tax Treaties (more than sixty) signed with countries worldwide.