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 companies recognized by the Polish Company Act are described below.
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.
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.