Poland

Important information

Reporting
    • Reporting requirementYes
    • Open access to reportingNo
    • Mandatory auditNo
    • Annual Return Submission RequirementNo
    • Open access to Annual ReturnNo
    • Reporting requirementYes
    • How many countries have signed an Agreement on the avoidance of double Taxation66
    • OECD MembershipYes
    • Is it considered offshore under Russian lawNo

6 simple steps to purchase a company

  1. choosing a country

  2. choosing a bank

  3. payment (by any method)

  4. sending documents

  5. company registration

  6. bank account opening

Organisational and legal forms:

  1. Limited Liability Company (SP z o.o.), the equivalent of an English LTD;
  2. A public limited company (SA), the equivalent of an American LLC.

Registration of a private limited company

  1. The minimum share capital is PLN 5,000. However, 100% of this amount must be paid by the time of registration;
  2. The SP z.o.o. can have only one founder if it is an individual, and at least two if the shareholders have corporate status;
  3. A company secretary is not required;
  4. The company may issue registered shares as well as preference shares;
  5. Meetings of shareholders (directors) should be held annually;
  6. An SP z o.o. in Poland is obliged to submit audited financial statements 3 months after the end of the financial year;
  7. Information on beneficiaries may be disclosed by the decision of the court that maintains the registers;
  8. The name of the company in Poland must be written in Polish.

Registration of a public limited liability company

  1. The minimum share capital amounts to PLN 100,000, 25% of the amount must be paid at the time of registration;
  2. An SA in Poland can put its shares on the public market;
  3. The SA requires a minimum of 1 shareholder to operate;
  4. Directors may be non-residents of the Republic of Poland, while corporate directors are prohibited;
  5. The company must employ a secretary who is a resident of Poland.

SP z o.o. and S.A. companies in Poland with foreign capital are commonly referred to as Joint Ventures. They are governed by the Commercial Code, as well as by the Law of 1991 "Law On Companies With Foreign Participation". The changes introduced in 1996 are equally relevant for foreign and Polish capital.

Polish law does not impose any requirements regarding the percentage of foreign capital participation. Therefore, the company may be completely foreign-owned (100% foreign capital) or a joint venture (foreign capital combined with Polish capital).

A company in Poland, in which more than 50% of foreign capital is registered, is recognised as a foreign economic entity. Such a company in Poland is subject to regulations directly related to foreigners (when buying real estate in Poland, etc.)

A foreign entity is also recognised as a company in Poland if more than 50% of its board members are foreigners. The same status applies to a company in which a foreign person has the majority of votes.

A company in Poland with a foreign capital advantage must have a permit to conduct business in such areas:

  1. managing airports and/or seaports;
  2. real estate activities;
  3. military industry;
  4. wholesale of imported consumer goods (only construction materials, as well as raw materials and various semi-finished products that are used for production and machinery are not consumer goods in Poland;
  5. provision of legal services.

Accounting

A company in Poland submits its accounts three months after the end of the financial year. The documentation must be formally audited.

Taxation

It should be noted that the country's tax system has changed significantly over the past few years. The aim of the changes is to create a more flexible tax system and bring it in line with the tax systems of the European Union countries. Registration of a company in Poland provides for the payment of:

  1. tax on all income (irrespective of where it is received)
  2. corporate tax at the rate of 19%.

Please also note that all currency transactions in Poland are closely monitored by the regulatory authorities in order to protect the national currency.

Poland has signed more than 80 double taxation agreements.

There are also more than 10 free economic zones in Poland. In these zones, a business is entitled to claim full tax exemption. This exemption may be granted for up to 5 years.

Registering or buying a company in Poland means getting a working and efficient tool for doing business in Europe. With us, registering a company in Poland will be quick and easy. The registration of companies, trusts and partnerships around the world is one of our leading areas of our work.

Registration

The most frequently used form of a company is an LLC or SP z o.o. The share capital starts at PLN 5,000 or approximately EUR 1,200. The capital is to be fully paid, but the amount can be deposited to a bank account within 1 year.

The company can be owned by a single person, an individual or legal entity. If you choose an individual, we recommend incorporating two founders – this will mean less costs to maintain the company.

Owners are allowed to hold the position of director. The directors' meeting is held once a year.

There is no requirement to hire local workers.

An LLC in Poland is obliged to submit audited financial statements annually.

The company name will be in Polish and include the form: SP z o.o.

If foreign individuals own more than 50% of the company or more than 50% of the board of directors is made up of foreign individuals, the company is required to obtain additional permits in order to engage in the following types of business: management of seaports and airports, real estate-related activities, military industry, legal services and wholesale of consumer goods produced abroad (with certain exemptions).

Corporate tax is 19% with an option to reduce it to 9%. VAT is 23%. The tax on dividends and royalties is 20%.

Documents

You will need to provide the following documents and information in order to register:

  1. Passport;
  2. Proof of address of residence;
  3. A description of the company's main activities (up to 9 main areas, and we recommend using all of them at once);
  4. Company name;
  5. Contact details of the founder and director.

You can register a company in person or remotely. There is also a notarial procedure and an electronic procedure. The electronic procedure is quicker, while the notarial procedure allows for individual changes to the company's articles of association.

The company is registered in the court register (KRS) by the economic court.

After registration, you will receive a document of incorporation and a tax number.

You can also choose to register a new company or buy an existing one. When you buy an existing shelf company, you save yourself a few days on the process.

You can obtain a VAT number if required.

If you have any questions, please fill in the contact form below, and we will reply as soon as possible