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Articles

Open a Company in Poland

Updated on Friday 23rd July 2021

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.
 
CGO Legal Counseling is the company that offers complete corporate and legal services as well as services related to tax law or real estate purchases. The group has registered seats in Warsaw and Lodz and provides services to local and foreign entrepreneurs throughout the country. The services provided by the team are tailored to the needs of the client and are suited to both small and medium or large companies in Poland.
 

Organizations CGO is part of
 

The quality of the services prvovided by CGO Legal Counseling is reflected in its affiliations. We take pride in being part of the following organizations:
 
Hg.org – a global directory of law firms and their services.
 
 
Academia Iuris Foundation – a foundation that provides free legal assistance to certain categories of individuals;  Michał Gawlakm, one of the CGO Partners, is the founder of the Lodz legal clinic. The Foundation also runs legal clinics in other cities, such as Warsaw and Krakow. 
 
 
Bridgewest - CGO has been a member of Bridgewest (an international network of lawyers and company formation consultants) for many years.
 
Company formation in Poland is simplified with the assistance provided by our team at CGO. Investors interested in starting a company in Poland should know that a Polish registered office is needed for receiving mail and tax purposes and it is a mandatory step to set up this registered office for the company. What’s more, accountancy for company registration in Poland is also compulsory. 
 
One of the preliminary steps when opening a Polish company is to choose between the various types of Polish structures
 

Types of companies in Poland

 
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 limited liability company: also known as the Sp. z.o.o, this is a business form suited to small and medium-sized businesses, where the founders are only liable up to the capital invested in the company.
  • The joint stock company: the SA is also a limited liability company, in as that investors are only liable up to the invested capital but it is the public one which can also be listed on the Stock Exchange.
  • The partnerships: these come in several forms, like the limited partnership, the general partnership or the professional partnership. The founders have different degrees of liability.
  • The sole trader: the simplest business form and also the one with the highest degree of liability for the founder.
 
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 partnerships are other types of legal entities, for which at least two parties need to join in order to incorporate it. The general and the limited partnership are the two available types. In the general partnership all the founders are liable while in the limited one, only the general partner is liable (the other will act as the silent partner).
 
Polish Branches, Subsidiaries or Representative Offices are types of structures that refer to foreign companies that may be opened in Poland. The key differences between these lie in the ability to conduct business and the level of impendence from the parent company. For example, the representative office cannot be used for economic purposes, it can only be used for market research or to promote the company. The branch is a mere extension of the parent company, fully dependent on the structure abroad. in terms of independence, the subsidiary is a locally registered company that will function in Poland in the name of the foreign company and will perform the same business activity (and in some cases also include others).
 
The differences between the various business forms in Poland are essential for doing business and investors should seek out specialized assistance before engaging in the incorporation of one of these types of legal entities.
 
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

The general steps for company formation in Poland are the following:
 
  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. 
 
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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. 
 
If you need to incorporate a company in another country than Poland, for example in Malta, we recommend you to contact our partners who are experts in company formation matters in Malta.
 

Company taxation in Poland

 
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.
 
We invite you to watch a video about company formation 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).
     

Foreign investments in Poland

 
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

 
1. Can a foreigner open a company in Poland?
 
Poland has a good foreign investments policy and welcomes foreign entrepreneurs. The Special Economic Zones are the best indicator that the Government is taking steps for encouraging foreign companies.
 
2. What are the types of companies that can be incorporated in Poland?
 
The limited liability company, the joint-stock company, general partnership, limited liability partnership, limited partnership, limited joint-stock partnership, civil partnership or sole proprietorship are all available business forms in Poland.
 
3. Does the company need to have an office in Poland?
 
Yes. A registered office is needed for any company incorporated in Poland.
 
4. What are the steps for company formation in Poland?
 
After choose the appropriate company type the business owner must find a suitable and available business name. The company must be registered at the Polish Trade Register and it must also be registered for VAT purposes.
 
5. What is the minimum share capital in Poland?
 
The minimum share capital for a limited liability company is 5,000 PLN while for a joint-stock company this capital is larger, at 100,000 PLN. Certain types of partnerships in Poland will also require a minimum share capital.
 
6. What are the requirements for opening a bank account in Poland?
 
The company representative must provide company documents in order to open a bank account for the company. The process can be done online for most banks in Poland and the administration fees for the account will vary according to the chosen bank.
 
7. Do you need special permits and licenses in Poland?
 
Permits, licenses or authorizations are needed for certain activities like banking, pension funds activities and those in other investment funds, insurance activities or collective water supply or waste removal activities.
 
8. What are the taxes for companies in Poland?
 
The corporate income tax in Poland has a rate of 19%. Other Polish taxes include the real property tax, capital duty, stamp duty, transfer tax and others.
 
9. How fast can you start a new business in Poland?
 
The company incorporation process can last 30 days, at most. With the help of our team of Polish company formation consultants you can begin business activities as soon as possible.
 
 

An economic overview of Poland

 
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. 

If you would like to set up a company in Poland or to extend your business to this country, our Polish company formation experts can help you. Contact us for a personalized offer! 

 

Meet us in Poland


Call us now at +48 42 663 65 03 to  set up an appointment with our company formation agents in Poland. As a CGO Legal Counseling client, you will beneficiate from the joint expertise of local lawyers and international consultants for opening a company in Poland.

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Michał Gawlak -  Partner / Attorney-at-Law

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Jakub Chajdas - Partner / Attorney

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Piotr Owczarek - Partner / Attorney

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