Poland is a country that welcomes foreign investors and generally grants them the same investment right as it does for national investors. There are several types of companies that can be incorporated in Poland and investors can choose the most suitable form for their desired business activity.
The types of companies recognized by the Polish Company Act are described below. In case you need assistance for opening any type of company in Poland, our team of company formation agents is at your disposal.
|Limited Liability Company (spółka z ograniczoną odpowiedzialnością) - main features|| |
At least one shareholder (natural person or a legal entity)
Board members must be appointed
No restrictions as to the residency and nationality of board members
Minimum share capital - PLN 5,000
The company has legal personality and is liable for its own debts
Joint-Stock Company (spółka akcyjna) - main characteristics
Represented by a board of directors consisting of at least one member
A legal entity with a separate legal personality
Minimum share capital - PLN 100,000 (cash or contribution)
Stakeholders have limited liability up to the value of their shares
A supervisory board must also be appointed
Opening the company in Poland grants you KRS, REGON, and NIP identification numbers
Limited Parternship (spółka komandytowa) - main features
Two types of partners: general and limited
General partner represents a limited partnership with unlimited liability
Limited partner is only liable up to the amount specified in the articles of association
No legal personality, but it has legal, judicial, and procedural capacity
No minimum share capital
Name should contain the surname of at least one of the general partners
Opening a Polish limited partnership company requires submitting an application to the National Court Register
|Registred Partnership (spółka jawna) - main - main characteristics|| |
Two individuals or business entities
No legal personality; acts on its own behalf and has its own assets and debts
Partners are jointly and severally liable for the partnership's obligations
Suitable for relatively small-scale business activity
No minimum share capital
Name should contain the surname or business name of at least one of the partners
Opening the company in Poland requires submitting an application to the National Court Register
|Limited Joint-Stock Partnership (spółka komandytowo-akcyjna) - main features|| |
Combines the personal commitment of an active partner with the capital provided by a passive partner
The name should contain the surname or business name of at least one of the general partners
No legal personality, but it does have legal, judicial, and procedural capacity
Founders or partners can be one or more entities
Minimum share capital - PLN 50,000
Must register the Polish company to the National Court Register
|Sole Proprietorship (jednoosobowa działalność gospodarcz) - main characteristics|| |
Ruled and owned by a single liable individual
A type of company in Poland used by small businesses
No legal separation between the business and the owner's personal assets
The owners keep all the business's profits after paying taxes on them
Might also include additional employees
|Other types of companies in Poland|| |
Cooperative (spółdzielnia); Professional partnership (Spółka partnerska, sp. p.)
Simplified joint-stock company (Prosta spółka akcyjna)
Learn more about other types of companies from our specialists in company formation in Poland
|Representative offices - main features|| |
Not a type of company in Poland in the traditional sense, it is allowed only to engage only in promotional and advertising activities for the benefit of the foreign parent company
Required to be registered in a special register of foreign representative offices
Must include the business name of the foreign parent company; must be renewed every two years
|Branch offices - main characteristics|| |
Allowed to engage only in the same business activities as the foreign parent company in its home country
Name must include the business name of the parent company
Required to keep separate books and accounts in Polish and in Polish currency
|Applied taxes||Corporate income taxes; capital gains|
|Number of double taxation treaties (approx. )|| |
|VAT rate in Poland|| |
23% (standard rate), 8% (pharmaceutical products and passenger transport services, goods for the Social Housing Programme) 5% (books, unprocessed food, and basic food); 0% (exports of goods to countries outside the European Union), exemption (certain services such as insurance)
|Business Permits and Licenses|| |
Industry-specific ones (gambling, liquor, import/export, telecommunications, etc.)
|Local bank account required (YES/NO)|| |
|Corporate Tax Rate in Poland||9-19%|
The Polish limited liability company is the most common type of commercial company in Poland. After all the incorporation documents are in order, the company is registered at the National Court Register (KRS). It can have one or more shareholders and requires a minimum share capital of 5,000 PLN with the nominal value of a share no lower than 50 PLN. The Polish limited liability company has a management board formed of one or more members. The company must pay the corporate income tax and VAT.
The Polish joint-stock company is mainly destined for large businesses and can be founded by one or more entity (natural or legal persons). The minimum share capital for this type of company is 100,000 PLN and the nominal value of one share cannot go below 0.01 PLN. This company also has a management board, an additional supervisory board and is a VAT and corporate tax payer. The joint-stock company also has to be registered at the National Court Register.
The limited partnership is suitable for a business of any scale. It is a commercial partnership with no legal personality but with legal and judicial capacities. There are no minimum share capital requirements for this business form but it must have at least two founders, legal or natural persons. The limited partnership has two types of partners: a general one with unlimited liability and a limited partner that is liable only for a specific amount, as detailed in the Articles of Association. This partnership must be registered at the National Court Register.
The civil partnership is suited for small-scale businesses conducted by at least two entities, natural or legal. The civil partnership does not have separate legal entity, only its partners have, and it must not be registered at the National Court Register. There is no minimum capital and its assets can be contributed by the partners (movable, immovable assets). The partnership does not pay any taxes itself, instead the partners must pay income tax. The partnership can be subject to VAT registration in Poland.
The registered partnership (or general partnership) is also suitable to smaller businesses in Poland conducted by at least two entities, natural or legal entities. It does not have legal personality but has legal and judicial capacity and must be registered at the National Court Register. There is no minimum capital requirement. This type of partnership is a VAT payer and income tax applies on its individual partners (personal income tax or corporate income tax, depending on the partner's legal status).
The limited joint-stock partnership has an active partner (one who possesses the know-how for example) and a shareholder (provider of capital) who is a passive partner. It does not have legal personality but has legal and judicial capacity and it too must be registered at the National Court Register. The minimum share capital for this type of partnership is 50,000 PLN, with the minimum nominal share value of 0.01 PLN. The partnership is a VAT payer. The general partner will have unlimited responsibility for the partnership's obligations while the shareholders are not liable for its obligations.
The sole proprietorship, or individual business activity, is the simplest form of business and is destined for individual small-scale businesses. It is conducted by a natural person with legal capacity, the capacity to take legal actions and judicial capacity. There is no minimum share capital and the person conducting this type of activity is subject to personal income tax. The founder bears full liability with all personal assets.
Our accountants in Poland can provide investors with ongoing assistance and counsel, according to the type of company they choose to incorporate. Business owners are advised to seek professional accounting services and solutions as soon as they incorporate, in order to meet the ongoing compliance requirements in the country. If you plan on opening a company in Poland, our accountants will help you with mandatory tax compliance.
For further information related to the types of companies in Poland please consult the Bridgewest page about company formation in Poland.
Apart from the types of Polish companies mentioned above, foreign companies can also set up branch offices and representative offices in Poland. These two types of business vehicles, however, offer limited possibilities. In the case of a branch office, its activity will be the same as the parent company’s. The representative or the liaison office will only be allowed to carry out research and marketing activities in Poland. The main advantage of these types of companies is that the liability will remain on the parent company. The branch must also register for VAT in Poland.
Additionally, companies registered in an EU country may also register European companies or European Economic Interest Groups.
For complete information about the advantages of each type of company and assistance and opening a business, do not hesitate to contact our specialists in company registration in Poland. Also, if you are interested in opening a company in another country, for example in Cuba or New Zealand, we can put you in contact with our partner company formation firm. In case you would like to set up a company in Estonia our partners can help you.
Maciej Oniszczuk is the Managing Partner of our company. He is specialized in commercial law and has helped many businessmen set up companies in Poland.
Call us now at + 48 570 978 609 to set up an appointment with our company formation agents in Poland. As our client, you will beneficiate from the joint expertise of local lawyers and international consultants for opening a company in Poland.
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