Company Formation in Poland

Company Formation in Poland

Poland is a separate country also known as the Republic of Poland. This is present in Central Europe and is comprised of 16 provinces. It is one of the most populated countries in the European Union. It is a member state of the European Union (EU). The most populated city comprising a business hub in Poland is Warsaw. Due to different opportunities offered in Poland, investors go for the process of company formation in Poland. Company Registration in Poland is a straightforward process; however it is important to comply with the requirements of local law.

Package inclusions:
  • Procedure for Company Formation in Poland
  • Documentation Required for Company Registration
  • Liaising with the concerned regulatory authorities in Poland
  • End-to-End Support

Company Formation in Poland

Company Formation in Poland- An Overview

Poland is the fifth largest member state in the European Union comprising of different business centres and hubs. It is one of the most populated member states in the EU. The economic and commercial hub Warsaw attracts investments from all over the world.

Poland has recently developed a new corporate tax policy effective from 2019. Any company that has corporate tax income of EUR 1.2 million per annum would come under the purview of this corporate tax policy. Their income revenue must be lesser than 33%.

Technology opportunities are emerging in Poland which offers innovative methods to test different forms of products. These areas attract more investment in terms of R & D. Such areas would receive tax incentives from the government to carry out different form of companies.

Manufacturing activities and cheap labour is another criterion why companies all over the world want to choose Poland for carrying out different forms of companies. Hence an investor would go for the process of company formation in Poland.

Benefits of Company Formation in Poland

The following are the benefits of company formation in Poland:

Benefits of Company Formation in Poland
  • Tax Incentives

    Poland has recently developed a new corporate tax policy effective from 2019. Any company that has corporate tax income of EUR 1.2 million per annum would come under the purview of this corporate tax policy. Their income revenue must be lesser than 33%.

  • Manufacturing Hub

    Poland is considered as one of the largest manufacturing hubs in the European Union. Different automobile companies prefer Poland for setting up their manufacturing units. Apart from this, Poland assembles products and exports it throughout the EU. Most aeronautical companies prefer Poland for aircraft assembly line operations.

  • Cheap Labour

    Another benefit of company formation in Poland is cheap labour. On average a worker in Poland earns EUR 10 per hour. Hence companies would choose Poland to carry out services.

  • Investment Grants

    Another advantage of company formation in Poland is government grants. Many companies prefer investing in Poland as the Government provides different grants for the creation of jobs. Such schemes would be applicable for creation of jobs. However, this scheme would be applicable to companies only if they invest more than EUR 9.3 Million.

Eligible Business Structures for Company Formation in Poland

Before going for the process of company formation in Poland, an applicant must select an appropriate business structure:

Eligible Business Structures for Company Formation in Poland
  • Partnerships

    This type of entity is also known by the term ‘Spółka jawna, sp. J’. Partnerships are one of the basic business structures which is utilised in Poland. There is no principle of separate legal entity for this form of business structure. Hence the liability of the partners is unlimited. There are no share capital requirements for this form of partnership.

  • Professional Partnerships

    This type of partnership is also known by the term ‘Spółka partnerska, sp. P.’. This type of partnership is run by freelance professionals. An applicant going for company formation in Poland must ensure that freelance professionals start this form of business structure. Usually this partnership would be formed by professional engineers, architects, legal counsels, nurses, midwifes and doctors.

  • Limited Liability Partnerships

    This type of partnership is also known by the term ‘Spółka partnerska, sp. K.’ The principle of limited liability and separate legal entity would be applicable to partners. At least one partner in this form of partnership has unlimited liability and all the other partners would have limited liability. There is no liability on the partners.

  • Limited Joint- Stock Partnership

    This type of partnership is also known by the term ‘Spółka komandytowo-akcyjna, SKA’. This type of entity has the elements of a joint stock company along with a partnership. Meetings such as a general meeting must be held for this form of partnership. Initial capital required for forming this type of entity is PLN 50,000.

  • Corporations

    Corporations in Poland are also known as commercial companies or ‘Spółka z ograniczoną odpowiedzialnością’. Shareholders as well as directors would be appointed for this type of entity. The minimum share capital required is PLN 5000. For the process of company formation in Poland, this form of business structure is popular.

  • Joint-Stock Companies

    This type of entity is also known by the term ‘Spółka akcyjna’. The minimum capital required for forming this type of company is PLN 100,000. This type of entity is similar to an organisation which lists shares in stock exchanges. This type of entity is suitable for the public and large number of shareholders.

  • Simplified Joint-Stock Companies

    This type of entity is also known as the term ‘Prosta spółka akcyjna’. Such entities are utilised for start-up companies and firms that have limited investment. The minimum share capital for this type of entity is PLN 1. Board of directors as well as shareholders are appointed for these companies to carry out decisions.

  • Branch Office

    A foreign company going for the process of company formation in Poland can utilise this form of entity. Usually the activities which are carried out in the parent state would only be conducted by this form of company in Poland. This entity must be registered in the registry court. Separate books of accounts must be maintained by this form of company in Polish Language.

  • Representative Office

    A foreign company going for the process of company formation in Poland can utilise this form of entity. A representative office can only carry out marketing and promotional activities for the foreign head office. This entity must be entered into the foreign company register of offices. Registration would be valid for a period of two years for this form of office.

Eligibility Criteria for Company Formation in Poland

The following eligibility criterion has to be sufficed for doing business in Poland:

Eligibility Criteria for Company Formation in Poland
  • Minimum Capital

    There is a prescribed capital required for company registration in Poland. Limited Liability Companies require to have PLN 5000 as minimum capital. Limited Joint Stock Partnerships require to have PLN 50,000 as minimum capital. Whereas Joint Stock Companies in Poland require to have PLN 100,000. If the applicant wants to go for a start up company in Poland then the minimum authorised capital is PLN 1.

  • Minimum Number of Directors

    Corporations and Joint Stock Companies require to have minimum one Director.

  • Minimum Number of Shareholders

    A natural person has to be appointed as a shareholder. At least one shareholder is required for this form of entity. A company cannot be appointed as a shareholder.

Procedure for Company Formation in Poland

An applicant doing business in Poland would require to follow the below procedure:

Commercial Companies

  • All the shareholders who are subscribing to the company must execute the articles of association. The format for carrying out this procedure would be in the form of a notary deed.
  • After this is carried out all prescribed documents must be submitted by the shareholders.
  • Once the documents are provided, the contributions of the shareholders must be paid and the name of the company would be entered into the business register.
  • Continuous Compliance is required in accordance with relevant Polish Law.
  • The process of company formation in Poland can also be carried out online through the Polish Company Register https://prod.ceidg.gov.pl/ceidg.cms.engine/ .

Joint Stock Companies

  • The procedure for forming joint stock companies under Polish law would be similar to the procedure which is involved in forming commercial companies.

Partnerships

  • First all the partners of the partnership must execute the partnership agreement.
  • Along with the partnership agreement the articles of association must be executed by the partners in the form of a notary deed.
  • Once this process is carried out, the name off the partnership must be entered in the register of companies.

Branch Offices

  • Branch office is an entity that has its office registered outside Poland.
  • The board of directors and managers have to take a decision related to setting up a branch office in Poland.
  • The establishment would depend on the legal requirements of the company in the foreign state.

Compliances for Doing Business in Poland

The following compliances are required for doing business in Poland:

  • Shareholders Meetings

    All commercial companies as well as joint stock companies in Poland must have at least one shareholders meeting conducted annually. After the end of the previous financial year, the shareholders meeting must be held. 6 months time is required for the same. Shareholders meetings are not required for representative offices, branch offices and partnerships. However, the parent company is the main authority to decide on this requirement.

  • Board Meeting

    All companies which are registered in Poland must have board meetings in compliance with the requirements of Polish Law.

  • Corporate Tax

    Companies in Poland has to pay corporate tax of 19%.

  • Business Registry Requirements

    All the names of the shareholders, directors and management should be registered with the respective Poland registry. Companies must register in the National Court Register.

  • Annual Statements

    All entities have to file annual statements as per the requirements of relevant Polish Law. This must be filed with the Registry Court. Operations of the previous financial year have to be reported.

  • Financial Statements

    All financial statements have to be approved as per the required law.

Documents Required for Company Formation in Poland

The following documents are required for company formation in Poland:

Information related to the business such as the name of the business and the address of the registered business.

  • Type of activities carried out by the company
  • Minimum Amount of Subscribed Share Capital
  • Information on shareholders, related to the number of shares possessed by them
  • Amount of Representative Shares taken by the shareholder
  • Company Term
  • Articles of Association and Memorandum of Association
  • Partnership Agreement (For a partnership)
  • Notary Deed

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Frequently Asked Questions

Investors should go doing business in Poland due to thriving investment opportunities which are offered in Poland.

The following industries include manufacturing sectors, finance sectors and aeronautical sectors are thriving in Poland.

No, additional compliances are not required to be filed in Poland for expanding business.

A branch officer can carry out the activities of the parent company. However a representative office requires to carry out only promotional activities related to the business.

No, a Polish company does not need to have resident directors and shareholders to operate.

Yes only 49% ownership is allowed for foreign companies which are based in Poland.

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