Before registering your company, decide on the legal form of your business. In Poland, there are two main types: partnerships and capital companies. You can also operate in Poland by establishing a branch of your foreign company.
Regardless of the chosen legal form, you must have a registered seat and address in Poland.
Consult with an experienced advisor to determine the most suitable option for your business.
Polish legal requirements can be complex for foreigners, so having an experienced advisor is essential to ensure proper registration without the need to navigate through all the regulations on your own.
To establish a business in Poland, the most popular choices for foreign entrepreneurs are a limited liability company and a branch of a foreign company. The registration process usually takes 4-8 weeks and can be handled by an attorney without the need for physical presence in Poland. A limited liability company is recommended for its simplicity, low minimum capital requirement (PLN 5,000), and flexibility. If the goal of your presence in Poland is to run a regular, long-term business on the domestic market, incorporating this type of company is probably the best choice you can make.
However, starting a limited liability company in Poland might not always be the best choice. For foreign entrepreneurs looking to carry out temporary projects or establish a visible presence on the Polish market, creating a branch is a viable alternative. EU Member State entrepreneurs can easily establish branches in Poland for business purposes, while others can do so based on reciprocity, unless international agreements state otherwise. Registering a branch in the National Court Register involves a shorter, less costly process than incorporating a limited liability company, with no notary requirements.
When setting up a company or branch of your foreign company in Poland, provide necessary data to the Tax Office, including bank information, expected employee count, business location, and contact details. Submit the form within 21 days of National Court Register registration, or 7 days if hiring staff. Dependable on the case the new entity or your foreign company can register for VAT in Poland.
It might be advisable to apply for a PESEL number when establishing your limited liability company or foreign branch in Poland. A PESEL is a unique identification number for individuals in Poland and can be acquired by foreign management board members of a Polish limited liability company or foreign representative(s) of branch of your foreign company in Poland.
Having a PESEL number coupled with a qualified electronic signature simplifies and reduces the costs of signature renewal in subsequent years. It also enables foreigners to submit financial documents in the Polish system without court fees or the need for an attorney.
In Poland, a qualified electronic signature is legally equivalent to a handwritten signature and is typically used by management board members in limited liability companies or representatives of branches of foreign companies in Poland. It streamlines administrative tasks, such as signing financial statements, registering beneficial owners, and submitting documents to the registration court. Acquiring this signature takes usually about 2-3 weeks, but it should be obtained before registering a company or branch. If it is to be coupled with a PESEL number, obtain the PESEL first.
The Central Register of Beneficial Owners (CRBO) in Poland is an online registry for collecting information about beneficial owners. All companies, including limited liability companies, must be registered and regularly updated in the CRBO. This requirement does not apply to branches of foreign companies.
Beneficial owners are individuals with direct or indirect control over a company. The registration must be filed by a person authorized to represent the company using a qualified electronic signature or an ePUAP trusted profile. Failure to comply can result in fines of up to PLN 1,000,000.
Foreign entrepreneurs doing business in Poland increasingly tend to focus on their core business objectives. Understanding this approach, RSM Poland teams offer a wide range of services that support running a business in Poland.
Bookkeeping: The team provides efficient bookkeeping and financial statement services, including preparation of tax returns, tailored to various industries. They offer ongoing bookkeeping, VAT management, fixed asset records, and more.
HR and Payroll: RSM's HR and Payroll Department helps to navigate through the complexities of Polish labor and HR regulations, offering services such as employee documentation, payroll management, and HR administration.
Tax Advisory: The Tax Advisory Department offers comprehensive support, including tax planning, compliance, and representation before authorities and in legal reviews.
Audit: The Audit Department provides independent auditing services, verifying financial statements' accuracy and compliance with regulations, including specific cases where audits are legally required.
Polish law poses challenges for entrepreneurs, with frequent amendments demanding time and expertise. To ease the process, consider outsourcing these tasks to experts well-versed in Poland's legal and tax landscape. If this option appeals to you, reach out to our experienced team for support.
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