Company registration in Poland | SIGTAX

Company registration in Poland

How to register a company in Poland

Poland is a country that is familiar with important changes and constant progress. After the falling of communist regime, the country managed to take the necessary steps, and today it has one of the largest markets in Europe and valuable economic potential. Entrepreneurs who want to open a company in Poland can choose the appropriate form of business based on their needs. 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. The company incorporation process can last 30 days, at most. 

Registering your business will require several important decisions, which will determine, among other things, what taxes you will pay and what your obligations as an entrepreneur will be.

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.

Types of companies 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. 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.

The Polish joint stock company is generally preferred by large businesses and can have one or more founders. 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 partnership has no legal personality and is preferred by small businesses as it does not require a minimum capital for incorporation. It requires the presence of at least two entities or partners. The partners are fully liable for their obligations up to the full value of their assets.

The limited partnership can be formed by at least two founders or between two different types of entities (a natural and a legal person). The limited partnership bears full liability for its actions.

The limited liability partnership can be set up only by individuals who have obtained the right to practice a freelance profession, like physicians, architects, lawyers or accountants. It does not have legal personality and does not require a minimum share capital.

The limited joint stock partnership combines an active partner (the general partner) and a shareholder, or passive partner. The minimum share capital for this type pf partnership is 50,000 PLN.

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.

What you should be aware of during registering your business?

1.   Check if you need to register your company. It is not always necessary to register a business. Check out the cases in which you should set up a company. If you do a small business and your revenues do not exceed 50% of the minimum wage throughout the year, you can run a so-called non-registered business and you do not have to report it to the office.
 
2.   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.
 
3.   Determine what your company will do and select the PKD codes. When registering a company, you have to report what kind of activity you will run - in the application you enter the so called PKD code. The type of activity will determine, among other things, how you will be taxed and also other obligations (e.g. having a cash register).
 
4.   Think about where you want to open a business account. Before you register a company, you can check which bank offers the best conditions for a business account. You can use a private account, but a separate account for your company is much more convenient. Some banks allow you to open a company account before you register. In others, you will only be able to do this after you have registered your company. Once you have opened an account, you will need to report the account number to the office.
 
5.   Draw up the Articles of Association. Once the preliminary decisions are handled, investors can start by drafting the constitutive documents. These will represent the instrument for forming the company and will contain the principles for functioning, will state the business type, the names of its founders, the purpose of the company and many other details.
 
6.   Deposit the minimum share capital. For this purpose, a bank account is opened and the minimum share capital is deposited there.
 
7.   Appointment. For some types of business entities, it is necessary to appoint the management board and also a supervisory board.
 
8.   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.
 
9.   Other registrations. Following its registration, the company can be obliged to perform important duties related to setting up a business, such as: reporting to the insurance in ZUS (Social Insurance Institution), cooperating persons and employees; in the case of partnerships - reporting to the tax office such data as, among others, the business address, place of keeping accounting records); VAT registration (in the case of one-man companies, you can do it during the registration process); registering a fiscal cash register (if you sell goods to natural persons or run a company that is obliged to pay VAT); obtaining a licence or an entry in the registers of regulated activity.