Investment and comercial law How to establish a limited liability company in Poland?

A limited liability company (sp. z o.o.) is one of the most popular forms of conducting business activity in Poland.

It is also attractive to foreign entrepreneurs, including those from the DACH region (Germany, Austria, Switzerland), as its structure is similar to that of a GmbH or a British Ldt. company, which makes it much easier to run for foreign investors.

The main feature of a limited liability company is that its partners are not liable for the company's obligations. An additional benefit is its relatively simple incorporation process.

Conditions for the establishment of a limited liability company

A limited liability company can be established by one or more natural or legal persons.

There is no obstacle to a foreign entrepreneur, whether from the European Union or, for example, Switzerland, being a partner in a Polish limited liability company.

The minimum share capital required to establish a company is 5000 PLN (approx. EUR 1200) and may be covered by cash contributions or by contributions in cash and in kind (upon registration with a notary).

Ways of registering a company

A limited liability company can be established in Poland in two ways:

1. Traditional way - notarial deed: longer but more flexible

o The articles of association shall be drawn up in the form of a notarial deed

o It allows the company's articles of association to be tailored to the individual needs of the founders.

o Costs include notary fees (approx. EUR 100 - 200 + VAT for a share capital of 5000 PLN) and court fees (600 PLN). In addition, it is necessary to pay a tax of 0.5% of the amount of the share capital of the established company.

o Duration: 2 weeks to 2 months.

2. Online registration: faster but no flexibility

o This is a faster way to establish a limited liability company, however, in order to use it, founders must have an account on a special online platform through which the company is established and documents are signed. For a foreign investor, this can be cumbersome, especially as the aforementioned platform is only available in Polish. This impediment can be circumvented by using a Polish attorney who sets up the company on behalf of the foreign investor. The documents are signed with a qualified electronic signature.

o A major advantage is that the company is registered in the Polish commercial register within 1-2 days.

o On the other hand, the downside is the necessity to use a ready-made model contract, which limits the possibility to modify it and prevents it from being tailored to individual needs.

o The court fee is 350 PLN, there are no notarial costs. In addition, it is necessary to pay a tax of 0.5% of the amount of the share capital of the established company.

The process of registering a limited liability company

Is it necessary to come to Poland to open a limited liability company in Poland?

No. It is not necessary to come to Poland. It is possible to carry out all the formalities related to the establishment of a company in Poland. Also, the opening of a bank account does not currently require coming to Poland - the banks with which we cooperate enable the entire procedure related to the opening of a bank account to be conducted remotely.

Steps:

1. Company agreement- in the form of a notarial deed or online

2. Payment of incorporation tax - 0.5% of share capital

3. Payment of share capital into the company's account

4. Registration with the National Court Register (KRS) - in both cases the application is submitted electronically.

5. 5. Tax identification number (NIP), company registration number (REGON), VAT number: the company's tax identification number (NIP) and statistical number (REGON) are automatically assigned at the time of registration in the commercial register. If the company plans to register for VAT, it is necessary to submit such an application separately to the tax office.

6. Updating the company's data in the NIP register: although the NIP number is assigned automatically, the new company should report additional data to the tax office.

7. Notification to Social Security (ZUS) - necessary if employees are hired

8. Opening of a bank account - Polish Ltd. is obliged to have a bank account in Poland

9. VAT White List: In Poland, as in the rest of the European Union, a bank account should be declared on the so-called VAT White List. Such declaration can be made via online banking.

10. Register of beneficial owners: after registering the company in the commercial register, the company must be declared in the so-called Register of beneficial owners (this is the equivalent of the German Transparenzregister or the UK beneficial ownership register).

Obligations after registration

Once the company has been established, it is necessary to keep full accounts, submit regular tax returns and report any changes in the company's structure to the commercial register (KRS).

The company is subject to CIT at a rate of 9% (for revenues up to 2 million EUR) or 19% (for higher incomes).

Summary

Establishing a limited liability company in Poland is a relatively simple process, which can be carried out in traditional or electronic form. The choice of method depends on the individual needs of entrepreneurs and the complexity of the company's structure. It is advisable to use the assistance of a law firm to avoid procedural errors and ensure the smooth functioning of the company from the very beginning. Our specialists will be happy to assist you in the process of registering a limited liability company in Poland!