REGISTER A COMPANY IN POLAND BY A FOREIGNER

According to the Polish law, any foreigner can open a company in Poland and carry out business activities. It is regulated by the  Corporate Code Law dated September 15, 2000 (Kodeks spółek handlowych).

IMPORTANT! Any foreigner opens a business in Poland on the same conditions that exist for Polish citizens.

But there are some nuances and peculiarities related to the citizenship of the future owner. Whether he is a citizen of EU country or a country outside the EU.

So, foreigners, regardless of the type of citizenship, can create almost all forms of companies. This applies to:

• Limited Liability Companies
• Joint-stock companies
• Public organizations

IMPORTANT! Restrictions on creation exist only for One-Person-Company (Individual entrepreneurs / JDG / Jednoosobowa działalność gospodarcza), only the following categories of citizens can become them:

• live in Poland on the basis of permanent residence
• reside in Poland on the basis of an EU Resident Card
• foreigners with a Pole Card
• citizens of EU member states
• citizens who are persons with refugee status
• citizens with valid student status

It should also be noted that the same law allows foreigners from third countries to do business in Poland without additional requirements in the following forms. Let’s consider them in more detail.

Available forms of registration of company for foreigners from third countries.

So, you can do business in Poland if your company has one of the following statuses:

• Limited Liability Company – LLC (Spółka z OgraniczonaOdpowiedzialnością) – this company can be organized by one or more persons. If a company –as an owner – is registering a new company in Poland, in this case this company founder must have at least 2 founders. The authorized minimal capital should be not less than PLN 5,000. The founders are not responsible for the obligations of the company. The capital can be divided into equal or unequal shares, but their value cannot be lower than 50 PLN. If LLC has one person as a shareholder , he pays Social Insurance around 1500 PLN monthly, to avoid it  LLC has to have minimum 2 shareholders
• Joint-stock Company (Spółka Akcyjna) – a company can be created by one or several people or companies The Company charter is a notarized act, which sets out the rights of shareholders. The authorized capital is at least PLN 100,000. Shareholders are not liable for the company’s obligations.
• Limited partnership (Spółka komandytowa) is a partnership in which the main partner bears unlimited property liability towards creditors.
• Limited joint-stock partnership (Spółka Komandytowo-Akcyjna) – the business is conducted on the basis of its own company. The authorized capital is at least PLN 50,000. One of the members of the company must be a shareholder. One of the partners of the company must be responsible for the activities of the company to the creditor without restrictions.
• Subsidiary of a foreign company – any foreign company can open a subsidiary in Poland. No permissions required. It is only necessary to have a certificate of compliance with the principle of reciprocity. The certificate is issued by the Polish consulate.
• Branch – opens by foreigners in Poland only on the basis of reciprocity and business activities within the framework of their business goals. An authorized representative is required to represent this entity, as well as an entry in the National Court Register. The branch must keep separate accounting records in Poland.
• Representative office – opens only for the development of advertising and promotion of their activities. Registration in the Register of Representative Offices of Foreign Enterprises is required. The representative office must also keep separate accounting records in Poland. Representative office does not conduct business, then it may incur expenses, but cannot sell and receive proceeds.

Other options.

In addition to the above, foreigners can also acquire shares in capital Polish companies, and join them, unless otherwise provided in international agreements.

Thus, foreigners  will be able to become partners of Polish companies by purchasing shares or shares in these companies. They can form a company together with a citizen of Poland and become its president in such a company, or be one of the members of the representative body of the company. In this case, a contract must be concluded with a foreigner, or another civil law contract, for example, an employment contract can be concluded, according to which remuneration will be paid.

Types of company registrations in Poland.

To open a company in Poland, you must choose one of the registration forms. There are two types of company registration in Poland. You can register a company in Poland:

• online, via the S24 system (ministry of Justice) – quicker and cheaper but rigid standards, or
• at a Notary – more flexible

Both methods to set up a company in Poland are suitable for both foreigners from the EU and foreigners from third countries. It is necessary to determine the legal status of your future company and start preparing for registration. The first steps you will need to take to open a company in Poland will be exactly the same and will not depend on which form of registration you then use.

Comparative table of registration types.

* IMPORTANT! Obtaining an electronic signature for the company’s management will be necessary in any case! Otherwise, the company will not be able to submit an annual report and register with the Central Register of Beneficiaries of the Ministry of Finance.

In order to register your account in the online system of the Ministry of Justice of Poland, for further registration of a Polish company through the S24 system, for example LLC, you need to take the following steps.

Step 1. Obtaining an electronic signature

Step 2. Define the basic data of the company

Step 3. Submit an application and the necessary documents:

• Required documents for delivery to the KRS Registrar (KrajowyRejestrSądowy)
• The charter
• List of shareholders
• Confirmation of the contribution of the authorized capital (at this stage the capital must be deposited in the cashier)
• Confirmation of whether the legal entity is a resident of Poland
• List of addresses of the Founders
• List of Board members
• Application to KRS

Step 4. Payment and sending an application to the KRS

Step 5. Submission of documents to the tax office

UPL – power of attorney for submission of reports to the tax office

VAT R  –  information about starting work and choosing a VAT / non-VAT payer

NIP 8 – information on all business addresses, bank accounts and accountant