Poland is a country that is familiar with important changes and constant progress. The country managed to take the necessary steps to recover after the communist regime and nowadays has one of the largest markets in Europe and valuable economic potential. Entrepreneurs who want to open a company in Poland can choose the appropriate business form based on their needs. Moreover, businessmen who need legal services in Denmark or company incorporation services can receive assistance from our Danish partners. We also have partners in other countries, such as Norway, Montenegro or Slovenia.
Our team of company formation lawyers in Poland ca assist all investors, local and foreign, who are looking to start a business and need to follow the general requirements for company formation, as laid out in the Company Law.
Our lawyers in Warsaw offer legal counsel and advice as soon as investors decide to open a local company, from the earliest company formation stages. We assist clients who wish to choose a suitable business form, answer questions about shareholder and director liability in Poland, as well as matters concerning the current tax laws. Local and foreign investors can rely on our legal services and our combined experience in corporate and business law.
The first choice when starting a company in Poland is to decide which type of legal entity will be incorporated. Investors in Poland can choose between several business forms, each of them according to the size of the business, the value of the investment, the number of founders and other criteria.
Before incorporation, it is useful to understand the differences between each business type and our Polish law firm can offer you detailed information about companies and partnerships in Poland or branches and subsidiaries for foreign companies who want to open offices here.
Types of companies in Poland
The Polish limited liability company is incorporated by at least one member and requires a minimum share capital of 5000 PLN. This form of business is popular due to the liability of its members, the accessible share capital and that fact that it can start concluding contracts of performing other commercial actions in a short amount of time. It is compulsory for the name of the company to be followed by the termination “Sp. z.o.o.” – the short form of the company name. A limited liability company in Poland must have a management board consisting of at least one person. Foreign directors are not conditioned as there are no residency requirements for those who activate on the management board of a company. In some cases, non-EU board members may require a work permit in Poland to be able to perform this function. The supervisory board (made up of at least three individuals) is compulsory when the company has an initial capital of more than 500,000 PLN and more than 25 shareholders.
As far as the management of a Polish LLC is concerned, the corporate bodies are the management board and the shareholder’s meetings for which a simple majority of 75% suffices in order to pass resolutions. Major corporate decisions are taken with a 75% or a two-thirds majority. Employees can only have a say in corporate decisions if they are shareholders. In case you are interested in starting a business in another jurisdiction, for example setting up a company in the Netherlands, we can put you in contact with our partners.
The Polish joint stock company is generally preferred by large businesses and can have one or more founders. The minimum share capital for this type of company is 100,000 PLN, out of which 25% must be paid up at the time of the incorporation. When the contributions to the capital are also made in kind, they must be paid in full no later than one year after the incorporation of the legal entity. AN important consideration for this type of business is that it can be listed on the Stock Exchange and the minimum nominal value of each share must be 0.01 PLN. The management bodies of a Polish joint stock company are the management board, the shareholder’s meeting and the supervisory board. The management board is to, be composed of at least one individual and, like in the case of the LLC, there are no residency requirements. In some business fields, there are special requirements that the management board members are Polish speakers. This applies in the case of registered banks in the country for which at least two members of the board, out of which one is the chairman, must have sufficient knowledge of the Polish language for adequate working purposes.
As far as the management of a joint stock is concerned, a majority of 50% is needed to approve the actions taken by the shareholder’s meetings and 75% for important decisions like amendments to the articles of association, capital increase or decrease and mergers and acquisitions in Poland. The supervisory board is the one that constantly supervises the joint stock.
The types of partnerships that can be formed in Poland are: the general partnership, the limited partnership, the limited liability partnership and the limited joint stock partnership.
The general partnership has no legal personality and is preferred by small businesses as it does not require a minimum capital for incorporation. It requires the presence of at least two entities or partners. The partners are fully liable for their obligations up to the full value of their assets. The limited partnership can be formed by at least two founders or between two different types of entities (a natural and a legal person). The limited partnership bears full liability for its actions.
The limited liability partnership can be set up only by individuals who have obtained the right to practice a freelance profession, like physicians, architects, lawyers or accountants. It does not have legal personality and does not require a minimum share capital. The limited joint stock partnership combines an active partner (the general partner) and a shareholder, or passive partner. The minimum share capital for this type pf partnership is 50,000 PLN.
The available business forms for foreign companies interested in expanding to the Polish market are the branch and the representative office. Our team of company formation lawyers in Poland can offer complete information to foreign investors who are considering these two business forms as they have important considerations in terms of liability for the parent company (for the branch) and trading limitations (for the representative office). It is recommended to explore suitable business options while understanding the advantages and disadvantages of each business type.
Our attorneys in Poland can help you with additional information about each type of company or partnership in Poland. We can also help foreign investors in Poland who choose to set up a sole trader, a branch or subsidiary.
The steps for incorporating a company in Poland
The company incorporation procedure varies according to the type of company, however, the procedure can generally be completed within one month.
- Choose the business form and name: once investors choose the appropriate business form they should also check if the business name is available; this is important as all company names in Poland need to be unique.
- Draw up the Articles of Association: once the preliminary decisions are handled, investors can start by drafting the constitutive documents. These will represent the instrument for forming the company and will contain the principles for functioning, will state the business type, the names of its founders, the purpose of the company and many other details. These will be notarized and the notary fees may vary across Poland.
- Deposit the share capital: business owners must open a separate bank account for their company and must deposit the minimum share capital.
- Appointment: for some types of business entities it is necessary to appoint the management board and also a supervisory board.
- Registration: the newly created company must be registered at the National Court Register, after which it will receive a company ID, the EGON number, the NIP and statistical number.
- Tax registration: the company also needs to perform the VAT registration according to the applicable annual turnover values.
- Special permit application: some companies will need to apply for special permits and licenses, according to the type of business activity; one of our company registration lawyers in Poland can help you with information about these requirements according to the company’s specific activities.
Once registered, all companies are expected to observe the tax requirements and keep their accounts. Our Polish lawyers can help you in this matter and can tell you more details about the types of taxes in Poland. The Polish accounting standards are largely the same as the international ones and they are more complex for companies listed on the Warsaw Stock Exchange. The annual financial statements are composed of the balance sheet, the profit, and loss account as well as supporting documentation when needed. The annual accounts are filed with the Polish Registry Court.
Those who open a company in Poland should know that the auditing requirements apply if one of the following three types of situations arises:
- the company has at least 50 employees per average in one year;
- the total net turnover is at least 5 million euros and/or if
- the total assets balance sheet at the end of the accounting year has a value of at least 2.5. million euros.
The video below highlights the main types of Polish companies:
Opening a company in Warsaw or another city is a process that can be accomplished with the help from our team of company formation lawyers in Poland. We can help local and foreign investors even in those cases in which the foreign entrepreneur cannot be present in the country during the entire company registration process. We can also assist investors who wish to register their trademark in Poland.
We can give you additional details about the taxation of these business forms, including about payroll in Poland.