5 April 2024

Establishing a company in Poland, a step-by-step guide

Establishing a company (limited liability, sp. z o.o.) in Poland requires following several important steps.

The limited liability company (Ltd.) is popular among entrepreneurs in various fields due to several benefits, such as the ability to benefit from the preferential CIT rate of 9% for small taxpayers. In addition, an important aspect is the limitation of liability for the company’s obligations, which is limited to the value of the capital contributed by the partners, although there are some exceptions to this rule.

Here is a general guide on how to do it:

Articles of association – the most important aspect when registering a company

To establish a limited liability company, the first step is to draw up a contract. This is the most important issue, as it is the foundation of the new company, defining its nature and the form of its future activities. In Poland, there are two ways to proceed to create such a document and send it to the office: through the S24 system or by drawing up a notarial deed and establishing a company in the Court Registry Portal.

A limited liability company agreement is a document that should contain information such as:

• company name, 
• registered office addresses
• Mailing addresses to all Board members, 
• scope of activity, 
• share capital (minimum statutory level is 5,000 zlotys),
• form of capital contribution (e.g., in-kind report), 
• distribution of shares (profits and losses) among shareholders. 

Also important is the duration of the company, which by default operates indefinitely, although it is possible to register for a fixed period.

You should also prepare, sign, and upload the following documents in PDF format yourself:

• A statement on whether the company qualifies as a foreigner by the Law of March 24, 1920, on the Acquisition of Real Estate by Foreigners.
• A statement of approval by the person authorized to represent the company (does not apply to persons who signed the application for registration or gave a power of attorney for its submission), together with his address data for service.
• A list containing the data and addresses for the service of persons authorized to represent the company.

The Articles of Incorporation must be signed by all shareholders. The signing of the contract means the creation of a new legal entity, which is called a limited liability company. At this initial stage, the company can undertake obligations just like standard businesses, such as placing orders with suppliers or entering into contracts with employees. Nevertheless, shareholders can’t sell their shares during this period.

It will be necessary to prepare and fill out the relevant forms, available on government websites and S24.

• PCC-3 (declaration regarding tax on civil law transactions).
• NIP-8 (identification declaration for supplementary data of the National Court Register).
• Statement on coverage of initial capital.
• VAT-R (Registration application for value-added tax).

Next steps in the process of establishing a company

1. Contribution of initial capital – the minimum initial capital for a limited liability company in Poland is PLN 5,000. The memorandum of association must specify the amount of share capital and how it is to be covered by the shareholders.
2. Opening a bank account – a bank account for the company is essential, as it must be used to deposit the share capital.
3. Filing with the court – in other words, applying for entry in the National Court Register (KRS) at the place of the company’s registered office. The application must be filed with the appropriate district court.
4. Paying taxes – once the company is registered, you must register it with the tax office, obtain a TIN (tax identification number) and pay any required taxes.
5. Determine the relevant documents – this step depends on the type of activity of the future company but may include obtaining licenses, permits, registration with industry authorities, etc.

In any case, it is worth consulting a tax or legal advisor to make sure that all the required steps are carried out correctly and by applicable regulations.

ARPI Accounting has many years of experience in the process of establishing companies, we especially support foreign companies that want to start their business in Poland.

Contact us for comprehensive support and advice on every stage of company formation.