Aufnahme der wirtschaftlichen Tätigkeit in Polen

The minimum share capital amount of a limited liability company, which is a common type of business in Poland, is PLN 5,000.

The Polish name for a limited liability company (LLC) is spółka z ograniczoną odpowiedzialnością – abbreviated to “sp. z o.o.”.

Basically, in order to incorporate a limited liability company in Poland, it is necessary to:

• create articles of association,
• make contributions by the shareholders to pay up the share capital,
• establish a management board, supervisory board or audit committee (optional),
• enter the company into the National Court Register.

Yes. A foreigner can be the person representing a foreign entrepreneur in Poland.

Yes, the company is required to have its office in the territory of Poland. While registering with the National Court Register, the company has to provide information regarding its registered office (city) and exact address.

For these purposes, the company does not have to acquire a real estate but should hold a relevant title authorising it to use the premises indicated as its address (e.g. a lease agreement) – presenting the title might be required especially by tax authorities for the purposes of VAT registration.

Each company opening a bank account in Poland should fulfil relevant requirements included in the procedure set by a particular bank. Regardless of some potential differences resulting from each bank’s policy, these procedures should comply with AML regulations imposing an obligation on the bank to verify the Ultimate Beneficial Owner of the company, being a natural person (or natural persons) exercising control (directly or indirectly) over the company.

Usually, the Ultimate Beneficial Owner (“UBO”) stands for persons on top of the capital group (owners of the main company). Therefore, if a Polish company is being formed or acquired by a foreign entity, in order to open a bank account in Poland there is usually a requirement to provide documents including information regarding the owners of other affiliated entities in the capital group in order to determine the UBO.

In general, there are no special permits or licences required for setting up a company in Poland – this applies in particular to persons and entities from the European Economic Area who can operate under practically any legal form permissible in Poland. On the other hand however, the company might be required to obtain a special permit or licence in order to start operating in certain industries or providing specific services.

The type of permit and requirements for its receipt depend on the industry or type of services which are to be provided after you register a company in Poland. Additionally, provision of some crucial services might be prohibited for entities with foreign capital, i.e. due to the matters of defence or public safety. Eventually, it is however vital to emphasise that, from the legal perspective, it is possible for a company to change the subject of its business activity practically at any time and operate in an industry other than initially assumed if obtaining a licence or permit is impossible or unprofitable for any reason or if the change results from a business decision determined by other factors.

This always depends on various factors, such as, i.e., the industry in which the company is to operate, potential need for receiving special permits, necessity to conduct recruitment processes but also the pace of the company’s registration process with relevant registers and offices.

From the legal perspective, it is however worth noticing that Polish capital companies, which include a limited liability company being most popular and recommended form of conducting business in Poland, can start their activity (to some extent) upon formation (conclusion of a special agreement called the articles of association) without the need for registration. Therefore, in order to streamline the process, it might be possible to form a company on a rather short notice and then carry out some initial administrative actions (hiring staff, negotiating and concluding relevant contracts) simultaneously while arranging issues related to company registration in Poland.

Trusted profile (Polish: profil zaufany) is a free of charge platform (means of electronic communication) dedicated for Polish citizens and other persons having Polish personal identification number (PESEL). The platform enables an individual to handle remotely a wide range of administrative issues (on his/her own or on behalf of a company). Moreover, trusted profile enables also to sign documents electronically and the signature provided through the platform is recognisable as valid in various proceedings, including those related to the company’s registration in Poland.

Qualified electronic signature is a type of e-signature generally considered as equal to the wet-ink signature and therefore can be used as its replacement each time when legal provisions require the maintenance of a written form. This signature might be obtained by any person – it is accessible also to foreign citizens, however, oppositely to the trusted profile, obtaining this signature is payable.

Having one of the abovementioned signatures (trusted profile signature and qualified electronic signature) is practically required from the members of the management board (directors) of the Polish company – without any of those signatures it is not possible to sign the company’s annual financial statements or submit an application to the Central Register of Beneficial Owners, and these responsibilities cannot be transferred to any other person (the plenipotentiary cannot replace the statutory representatives of the company in conducting these actions).

NIP – an acronym for the Polish term “Numer Identyfikacji Podatkowej”, which can be translated as “Tax Identification Number” (TIN) – is a Polish tax identifier consisting of 10 numbers, which must be used by any persons (natural persons, companies or other entities) conducting business activity, that are taxpayers, tax remitters, payers of social and health insurance contributions, and persons pursuing non-registered activity.

Since obtaining an NIP number (Polish TIN) is required for fulfilling tax liabilities and non-tax duties imposed by the tax or customs administration, it’s an important step when establishing and registering a business in Poland. At this point it is vital to emphasize that for any company running business activity said number is being granted automatically after the registration in the National Court Register, nevertheless the abovementioned does not release the company from an obligation to submit relevant supplementary application to the tax authorities, as well as to apply in a separate proceedings in order to be registered as VAT taxpayer in Poland.

KRS number is a specific, individual number being granted upon registration of a particular entity in the official company register of Poland known as the National Court Register – NCR (Polish: “Krajowy Rejestr Sądowy”).

Applying for entry in this publicly available electronic database is obligatory for most organisations and all the companies doing business in Poland (i.e. general partnerships, limited liability partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies, joint-stock companies, and simple joint-stock companies) and having its registered office here.

Due to the public availability of the NCR indicating only KRS number while searching through said register is sufficient to acquire basic information about each company online - that action is currently free of charge, which is rather unusual comparing to other (foreign) commercial registers.

For these reasons each company is required to provide information regarding its KRS number in its letters and commercial orders.

The Polish tax system includes the corporate income tax (CIT), personal income tax (PIT), "Tax on goods and services" (Value-Added Tax, VAT), excise tax, tax on civil law transactions, local taxes and levies (such as real estate tax), and taxes applicable to specific businesses (e.g. tax on mineral extraction, tax on certain financial institutions).

The Polish corporate income tax rate is 19%. However, in some cases, the "small taxpayers" and taxpayers starting their business activities may benefit from the reduced 9% tax rate. If you register company in Poland you can also benefit from several tax incentives and reliefs, such as IP Box, R&D tax relief or expansion tax relief.

Taxable entities having their registered office or management in Poland are taxed with respect to all their profits broken down by two sources (capital gains and other income). Taxable entities without an established registered office or management in the territory of Poland are only subject to taxation on profits earned in Poland.

Entities subject to corporate income tax in Poland include: commercial companies; groups of companies recognised for tax purposes; and organisational units not having legal personality, with the exception of commercial partnerships. Limited joint-stock partnerships are also taxable persons in respect of corporate taxation.