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This guide aims to assist you and answer any queries related to setting up your limited liability company in Poland. This guide bypasses the need to look for non-specific fragments of information that are found online, and gives you a comprehensive understanding of registering a LLC (sp. z o.o.) as a foreigner in Poland.
Benefits of choosing a limited liability company
Registering your company as a LLC is the most popular choice for new businesses. The main benefit of your company is limited liability, whereby debts to creditors are settled against the capital investment and not on personal assets. With an LLC you can have one director and one shareholder, whilst having 100% foreign ownership. The minimum capital investment is low and the registration of your company can be done quickly.
Why should you set up your LLC in Poland?
Poland is situated in the heart of Europe and the EU and offers a fantastic opportunity for business development, especially from foreign investors. Poland has stable economic environment and a highly educated workforce with relatively lower labour costs compared to the rest of Europe. Poland is also one of the only EU members that avoided lasting economic damage from the 2008 financial crisis, making it a hotspot for business and investment. Setting up your company in Poland is a relatively straightforward experience and you don’t even need to maintain a presence in the country during the process. Corporate tax is also relatively low at 19%, compared to the rest of the EU. A reduced rate of 9% is applied for businesses in their first year of operations and if they make less than 1.2 million EUR/year (if they have the status of small taxpayers and their share of income in revenues does not exceed 33%).
Can you register an LLC yourself?
There are multiple steps involved in registering your LLC company. To avoid potential confusion or mistakes when going through the process, it is best to make sure you know all the information and processes required for registration. Using a proxy service such as an accounting or tax advisor would be the next port of call, but you will still be required to make a presence in Poland to sign the articles of association in front of a notary. Multiple documents need to translated into Polish and various forms need to be completed and retrieved (the forms are in Polish too!). All of this can be reliably and effectively completed by a local accounting company, which will reduce the registration period and any complications from acting on this independently.
So yes it is possible to register a business in Poland yourself, but it would be wise to consult and utilise the services of an accounting office, to aid in the swift registration of your new business.
To register a company electronically, without having to go to a notary requires you to obtain a PESEL number, which will be very difficult if you’re not a Polish resident. It is also a lengthy procedure and the time spent trying to get the number will likely be longer than time it takes to register the company via the notary.
It is possible to draft a power of attorney (PoA) to do this for you, but this is also another time consuming process, which may require to travel to Poland anyway
How to register an LLC in Poland? The process and requirements.
LLC company agreement
A draft of the company articles of association (AoA) needs to be produced by a notary representative (notarial act) for it to be accepted. This act must include: the company name; the location of its headquarters; the invested share capital; a clause regarding whether a company member can hold more than one share; the initial value and number of shares for each member; the company’s duration (if previously indicated). You and any other shareholders must be present in Poland to sign the AoA. Once this is done, the company can actually commence business activities as a “Company under Formation”.
Capital investment and covering shares
Upon the completion of drafting and signing the company act, the company members will make contributions to cover the share capital (if you are the sole member, you still have to invest the 5000 PLN share capital yourself). The share capital can be covered by assets other than money (car, laptop, tv etc). These assets typically need to be kept in Poland at the place of business activity . It is important to note that the nominal value of a share cannot be lower than 50 PLN. A civil laws tax will be applied to this share capital investment at 0.5%, and this tax must be paid within 14 days from the signing of the company act. The relevant material for this process is the PCC-3 form, which can retrieved, signed and sent online to the tax office. Your accountant/accounting office can do this for you.
Filing forms at the National register (Registering the company)
In this step you will begin the company registration by filing the forms below and obtain a record in KRS. It will cost 600 PLN to cover all the costs of the registration for the company in court. This includes a 500 PLN fee for company registration at the National Court Register and an additional 100 PLN fee for the mandatory announcement of a new LLC company, in the Court and Commercial Gazette. It is highly advised that you use a proxy for this step as all the forms are in Polish. Once your company data has been accepted by the national court , you will receive your NIP and REGON numbers. NIP is a tax identification number (i.e. use for your business tax purposes) and REGON is type of statistical number for companies.
KRS-W3 – Motion for the registration of an entity in the register of entrepreneurs – limited liability company (spółka z ograniczoną odpowiedzialnością).
KRS-WE – Shareholders of a limited liability company subject to entry in the register – attachment to the motion for entry in the register of entrepreneurs.
KRS-WK – The entity’s governing bodies/partners are authorised to represent the partnership – attachment to the motion for entry or amendment of data in the register of entrepreneurs or the register of associations, other social and professional organisations, foundations and public healthcare institutions.
KRS-WM – Objectives of the entity – attachment to the motion for entry in the register of entrepreneurs.
Filing forms at Commercial Court (Motions for LLC company registration)
During the process of filing forms at the National Register, you can begin filing the forms for Commercial Court. Below are the relevant forms and their purposes. Using a proxy for this step would also be highly advisable.
NIP-2 form – Company tax number, filed at the tax office.
RG-OP form – Company REGON number, filed at the statistical office.
ZUS ZFA form – Company registered at the Social Security Office (ZUS).
You’ve almost finished! These are the last formalities for registering your business and they include: opening a bank account; sourcing an accounting service (if you didn’t already use one during the company registration) and indicating a location where all the company documentation will be held. This location must be reported to the tax office, which can be done on the NIP-2 form.
You’re limited liability company is now fully legalised to operate in Poland.
Would you like to register a company in Poland? Do you have any questions regarding the process? Don’t hesitate to contact us, we’d love to help!