Company Formation in Poland

The process of company registration in Poland

The expert guidance and support of LegalBison make creating a company in Poland an easy task – give us a free call to learn just how well we know this jurisdiction.

Necessary Documents

Typically, in order to begin the incorporation procedure, important papers such as a passport or ID are needed. An apostilled extract from the local company registration may also be required when a foreign business representative applies to create a subsidiary in Poland. Moreover, clients may appoint LegalBison’s lawyers to act on their behalf by executing a notarial power of attorney in their home country, using a provided template. Of course, the specific documentation needed to incorporate a company might vary depending on the kind of business and the client’s unique circumstances, allowing us to provide a more tailored service.

A minimum of 5,000 PLN is required to establish a company in Poland. There are two options for this: either pay in full before you register, as is customary, or pay within seven days after registering online with the National Court Register (KRS). Thanks to LegalBison’s simplified incorporation process, customers may go through company registration in Poland with confidence, knowing they are sure to have all the needed documents in order.

Remote Incorporation

With LegalBison’s online incorporation services, launching a new Polish company is a breeze. Our streamlined online process makes it possible for you to complete the company registration form from any place. Our experienced incorporation attorneys will guide you through the steps, and your company may be operational in a matter of business days after document submission.

Foreign investors of any country or domicile may take advantage of LegalBison’s online incorporation services thanks to our innovative processes and new Polish laws. Because of our unique approach, we can deliver trustworthy and efficient remote incorporation services regardless of how complicated the specific case might turn out to be.

How to: Registration Company in Poland

An easy way to form a company in Poland is by using LegalBison. Here you may find a summary of the steps. Remember that each case is highly individualized and some cases are more complicated than others. Still, usually, the process goes like this:

1. Project planning;
2. Incorporation of the company; 
3. Opening of a bank account.

Accounting and auditing requirements for companies registered in Poland

For the sake of compliance and financial transparency, it is essential to stay abreast of Poland’s accounting and auditing regulations.

Accounting and Bookkeeping

Polish accounting and bookkeeping services are often outsourced since Polish financial regulations are complicated and differ from global standards. The implementation of accounting processes, the creation of internal bookkeeping regulations, and the guarantee of compliance with VAT and invoicing requirements are all part of these services. In addition, accounting firms are in charge of preparing the financial statements each year, a task that requires extensive knowledge of the ever-evolving reporting rules and requirements.

Beyond that, invoicing for internal VAT purposes, preparing and submitting reports for VAT and CIT, and keeping financial records up to date are all part of standard accounting services. In addition, accounting firms safeguard their clients against tax audits, remind them of their stock-taking duties, and review their receipts for business trips. These firms not only advocate for their clients before government agencies but also have an in-depth understanding of accounting principles and regulations, which aids companies in staying legal and operating efficiently.

Auditing Requirements

Companies in Poland are obligated to fulfill certain auditing requirements at the end of each fiscal year as per the Polish Accounting Act and the Polish Company Law Act. Among these responsibilities is the need to provide comprehensive reports on the entity’s operations and financial situation. The operational report should include any relevant information that could affect the company’s value, such as major events, expected developments, research and development achievements, ownership stake acquisition, business units, and financial and non-financial measures.

In order to approve the financial report, the report on the entity’s operations, and any decisions on the distribution of the company’s earnings, the company must also convene a General Shareholders’ Meeting. As soon as the meeting is over, the company is required by law to submit the approved resolutions and reports to the revenues office.

Registry of companies incorporated in Poland

The company register is a one-stop shop for all the information concerning Polish businesses that have been registered with the state.

Registry of Directors in Poland

Director registration in Poland is made publicly accessible via the EKRS system and the KRS search engine, both of which are parts of the National Court Register (KRS). Anyone may use the most current or comprehensive edition of the National Court Register to look up a business and acquire all the necessary information, including the names of the directors. Without requiring users to register for an account, this data is readily available to the public, encouraging transparency.

The Ministry of Justice of Poland’s S24 site also makes it easy to update already created businesses and provide information on financial accounts to the National Court Register. A valid account is required to use the S24 portal, which streamlines the administration of directorship details and other business data. Users may also submit financial statements and other documents to the Financial Document Repository for free, which allows them to avoid paying for applications.

Registry of Shareholders in Poland

A digitized list of shareholders is maintained by organizations in Poland that are authorized to handle securities accounts under the Act on Trading in Financial Instruments. Included in this record are the names, addresses, and registered offices of all shareholders, as well as details on their shares and any rights linked to them. This data is very relevant to a private business.

The entity responsible for maintaining the shareholders’ register has a duty to ensure that the data contained within remains secure and private. Accurate data must be input whenever the company or individuals with a legal stake ask for it. Timely notification of all parties involved is required for any changes or additions, and the documents describing the changes or additions must be validated.

Are Nominee Services Legal in Poland?

No, nominee services are not legal in Poland. The jurisdiction earned a spotless reputation for transparency not due to encouraging shady practices, so this “easy” solution is completely off the table.

Local requirements for companies incorporated in Poland

Companies are required by law to have a physical presence and engage in economic activity within Poland in order to be tax-compliant.

Economic Substance in Poland

Businesses must have a physical presence in Poland in order to comply with the country’s economic substance criteria. Getting a physical location and renting an office might help with this. It is critical to have local workers in order to further demonstrate compliance with residency regulations and significant activity.

Overall, corporations can’t only maintain a physical presence in Poland and hope to maintain their economic clout for long. They must also participate in local manufacturing, commerce, or service provision in order to comply with tax and regulatory mandates. When these requirements are not met, penalties or the loss of tax resident status may occur.

Residency Requirements of Shareholders and Directors in Poland

There is no legal need for directors and shareholders of a business to have a domicile inside Poland. With the option to accept shareholders from any residence, the ownership structure may be adjusted to meet any need. Similarly, directors might be individuals or corporations from any jurisdiction, giving management a lot of leeway.

Foreign investors may set up shop and operate their firms from any location thanks to Poland’s relaxed residency requirements for company directors and shareholders. This encourages international companies to set up shop in Poland and improves the country’s investment climate, which in turn stimulates economic growth.

Bank account opening for companies registered in Poland

In order to properly handle finances, pay employees, pay taxes, and receive payments from clients, a Polish business must first establish a corporate bank account. Financial institutions are required by stringent Anti-Money Laundering (AML) regulations to implement thorough Know Your Client (KYC) procedures, which might pose challenges for certain businesses. It might be confusing for overseas investors because different banks have different approaches to KYC. Hiring a business lawyer who is well-versed in bank operations and can assist you with the necessary documentation will ensure that your account is created swiftly and without any complications.

Of the more than 30 commercial banks operating in Poland, PKO Bank Polski, Santander Bank Polska, and Bank Pekao SA are among the most prominent players. These banks provide full-service business accounts, convenient online banking with English interfaces, and customer support that is available 24/7. Smaller banks also provide account services, but they may not be well-equipped to handle foreign clients and might only offer a limited range of products. 

Taxation of companies registered in Poland

Taxation is one of the most important aspects of a company’s operation; failing to comply with local requirements can spell out major trouble for everyone involved.

Corporate Taxes

Polish company taxes are straightforward: the country’s basic corporate income tax rate of 19%. A reduced “small taxpayer” rate of 9% is available to businesses with yearly sales of less than €2 million in an effort to assist smaller organizations.

It should be noted that non-residents are only subject to taxation on income that is derived from Poland. In contrast, if their native nation has a double taxation agreement with Poland, they will also have to pay taxes on the money that comes from their Permanent Establishment (PE) in Poland. Any distributions, royalties, or capital gains that cannot be traced to a PE are nevertheless subject to taxation. There is a possibility of a 19% departure tax on unrealized capital gains.

VAT in Poland

The standard rate of value-added tax (VAT) in Poland is 23% and applies to any Polish firm with annual sales over 200,000 PLN (about $50,700). The rates might be as low as 8% or 5% for certain goods, namely: food and medical supplies.

Your business may function more efficiently and in compliance with tax regulations if you submit and pay your VAT on a monthly or quarterly basis. Remember that with expert help, it’s possible to optimize your bottom line and still remain in total compliance.

Tax Treaties with Other Countries

Poland has over 90 double tax avoidance agreements (DTAAs). This approach allows taxpayers to reduce their taxable income by the amount of their international income taxes, avoiding paying taxes on both the domestic and foreign sides. Additionally, the tax abolition relief enacted in 2008 aims to level the playing field for individuals with overseas employment by permitting, subject to certain limitations, the deduction of foreign income from Polish taxes. 

Since Poland approved the Multilateral Instrument to Modify Bilateral Tax Treaties (MLI), the tax credit method has replaced double taxation avoidance in some DTAAs. This might lead to more tax abolition relief for Polish taxpayers. Consulting the appropriate authorities and keeping abreast of changes to tax treaties are vital for optimizing tax planning approaches and guaranteeing compliance with new tax laws.

Main company types that can be registered in Poland

Navigating the various types of corporate entities in Poland requires an understanding of their official denominations and unique characteristics:

Limited Liability Company (Sp. z o.o. / Spółka Z Ograniczoną Odpowidzielanością)

The most commonly picked option for businesses looking to enter this jurisdiction. The benefits that are sometimes overlooked go beyond just how easy it is to set up and how convenient it is overall – learn about limited founder liability, no restriction on foreign shareholders, and other perks by contacting us.

Joint-Stock Company (S.A. / Spółka Akcyjna)

The most formalized kind of commercial entity in Poland, a joint-stock company is best suited for larger projects. Expert legal counsel, tax consultants, and accountants are often necessary to run a business of this type. The means of obtaining capital—specifically, by issuing securities and shares—is the defining characteristic that sets a joint-stock company apart.

Process of remote incorporation of a company in Poland

In just a few steps, with the assistance of LegalBison, you can incorporate a company in Poland without having to visit the country.

• The whole incorporation process can be conducted remotely. No travel is necessary. Notarization of documents is necessary;
• A Power of Attorney (POA) from (all) partners/shareholders is needed;
• The POA is sent to you by us based on the services you want;
• You have to certify the POA by a notary and in some cases legalize it by apostille (some countries need full legalization);
• Once you have the POA on your hands, we double-check, and you send us the original form (physical document!) via courier to our address;
• Poland is part of the Hague Convention of the Apostille.

What are the residential requirements in Poland?

• There are no residential requirements for directors, shareholders, and board members of a Polish LLC;
• A registered address in Poland is required;
• Shareholders’ meetings need to be conducted on the territory of Poland.

LegalBison offers help with all of the above requirements. Being local in the country, we assist all startups with forming their legal entity in Poland. Speak now for free with one of our consultants to get your business started.