Registration of a company in Poland

Poland has been a favorable market for foreign businesspersons who appreciate the country’s openness, geographic location, and well-educated and highly skilled employment market.  Accordingly, company registration in Poland is an excellent option to discover many commercial opportunities and take advantage of both low labor costs and attractive corporate taxation rates. Below is a brief overview of the main aspects of entity establishment.

Who can open a Polish company?

The Polish legislation in this regard features high flexibility – being of the age of legal majority or having a legal representative is the only condition in the lion’s share of cases, at least for the individuals with Polish citizenship. Foreign citizens from the EU, EEA, USA, or Switzerland can also use the same terms, while entrepreneurs outside this specification mindful of Polish company establishment may be obliged to obtain a residence permit to do so. This rule does not refer to:

• Limited or joint-stock partnerships;
• LLC;
• Joint-stock or limited joint-stock company.

They are also permitted to set up a branch of an international parent corporation unless otherwise stated in international treaties signed with Poland.

What to take into account before registering a Polish business?

 Deciding on the entity’s name

At the first sight, the simple matter of choosing a name is more complicated than it looks at once. Polish law does lay down a plethora of rules to it and it is expected that future entrepreneur gets to know these regulations. For instance, a sole proprietorship is obliged to use their name and surname in the nominative form in this order and while individuals are only permitted to have incorporated one sole proprietor company – they have permission to carry out different categories of business operations under that entry.

Capital considerations

Probably the most essential issue related to business formation is Polish capital terms – various categories of legal entities fall within special rules on initial contributed capital. Also, applicable are regulations regarding the value of units of equity ownership – shares. Min. contributed capital is established as follows:

• LLC – 5000 zł of contributed capital and 50 zł of nominal share value;
• Joint-stock partnerships – 50,000 zł of contributed capital;
• Joint-stock companies – 100,000 zł of contributed capital and 0.01 zł of nominal share value;
• Simple joint-stock companies – 1 zł of contributed capital.

Tax considerations

One of the most challenging points in entity formation is the decision on the taxing form, which is grounded on the profits that might be more or less suitable for your venture. Polish income taxation is executed in the below-mentioned forms:

• The tax rate levied on company’s gains is 19%.
• Lump sum tax on registered profits.
• Tax card – refers only to those who prolong this type of payment from the past year.

Compliancy considerations

In Polish jurisdiction, there are a few compliances to adhere to while administrating a venture. Organizing at min. one annual shareholder’s meeting in the past six months after the end of the fiscal year is an example of them. Another example is executing scheduled board meetings and completing registering in Registry Court (refers for shareholders and directors) and Court of Poland (refers to the entities). Other apparent terms are full adherence to Polish law, fulfilling fiscal terms, and having annual statements made in line with current regulations.

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