Opening and Registering a Company in Poland

Business Activity in Poland

Two of the most popular forms of conducting business in Poland are limited liability companies (spółka z ograniczoną odpowiedzialnością) and sole proprietorships (jednoosobowa działalność gospodarcza).

The most common form of business activity in Poland is registering a sole proprietorship. However, this type of business is only available to Polish citizens, EU citizens, and foreigners with a permanent residence card, thus the area of business activity is dominated by Polish citizens. See details here.

Limited Liability Company

The registration of a limited liability company involves drafting the company’s articles of association and registering the company in the National Court Register (KRS).

Establishing an LLC requires completing the registration obligation in the KRS based on the company’s articles of association and other founding documents.

Method of Establishing a Business
A limited liability company can be established online, which is definitely faster and cheaper, or traditionally by notarizing the documents, which will take more time.

Establishing a Company Online via S24

When using online registration, it is essential that all individuals signing the company’s articles of association and participating in its registration have an active account in the S24 and ePUAP systems and possess an electronic signature. While filling out the online agreement, you will need to provide, among other things, a list of the company’s partners, a list of the founders, the company’s business activity, and choose the share transfer option by the partners, determine the company’s representation method and its bodies. A PESEL number (obtaining it takes about a month, foreigners can also get it) or a valid passport (only for foreigners) is necessary. You will need to determine the value of each share (at least 50 PLN) and their number, which will immediately translate into the share capital (minimum 5,000 PLN).

Documents in the S24 mode can be signed using:

• Qualified electronic signature
• Trusted Profile signature

The company’s articles of association are signed by the partners. However, they can do this through so-called representatives. In this case, a power of attorney will be necessary. The statement on capital contribution, the list of partners, and the application for entry into the KRS are signed by the company’s management board. The partners can enter the management board. In that case, they also sign the remaining documents, but not as partners, but as board members.

Official Costs:

• Entry into the National Court Register – court application fee of 250 PLN
• Fee for the announcement of the first entry in the Monitor Sądowy i Gospodarczy (MSiG) of 100 PLN

The paid application will be sent to the selected registration court, appropriate for the company’s registered office, which should consider such an application within one day of its receipt.

After obtaining the KRS entry, it is necessary to:

• Submit a management board statement on capital coverage. Submission of the statement is subject to a court fee of 40 PLN
• Pay the tax on civil law transactions (PCC)
• Obtain REGON and NIP numbers, register as a payer of contributions to ZUS
• Submit the NIP-8 notification within 21 days. If, however, it intends to pay social security contributions, this period is 7 days, counting from the day the legal relationship justifying coverage arises
• Submit an application for registration as a VAT taxpayer at least 7 days before the first transaction

The duration of the company establishment process: from two weeks to a maximum of one month.

Pricing

We recommend registration and establishment of an LLC through the S24 system. If you have any questions, want us to help you obtain the necessary data, documents, or wish us to perform all formalities for you, we invite you to cooperate. Write to us at office@progressholding.pl

The price list of our services can be found at the following link: https://progressholding.pl/en/pricelist/

Establishing a Company with a Notary

To establish an LLC with a notary, specific data and appropriate documents are needed. Individuals signing the company’s articles of association must also appear in person to sign the document by hand (these can also be persons with appropriate power of attorney).

The notary must be provided with the following data to draft the company’s articles of association:

• Data of the Partners, i.e.: names, surnames, parents’ names, series and number of ID document, PESEL, marital status, address of residence, and if the partner is a legal person (or another entity) – full company name with representatives’ data, registration numbers, REGON, NIP, registered office address
• Company Name
• Company’s registered office (locality)
• Duration of the company (if specified)
• Business activity (e.g., specifying PKD numbers)
• Amount of share capital (not less than 5,000 PLN)
• Number of shares and their nominal value (not less than 50 PLN per share)
• Number of shares per partner
• Method of covering the capital (cash or in-kind contribution; in the case of an in-kind contribution, its description)
• Management Board (number of members and the company’s representation method)

The cost of the company’s articles of association with a notary:

The cost of the notary fee depends on the amount of the share capital:

• Minimum share capital of 5000 PLN – 160 PLN
• Over 5,000 PLN to 10,000 PLN – 160 PLN + 3% of the excess over 5,000 PLN
• Over 10,000 PLN to 30,000 PLN – 310 PLN + 2% of the excess over 10,000 PLN
• Over 30,000 PLN to 60,000 PLN – 710 PLN + 1% of the excess over 30,000 PLN
• Over 60,000 PLN to 1,000,000 PLN – 1,010 PLN + 0.4% of the excess over 60,000 PLN

The cost of the articles of association should include the fee for copies of the LLC’s articles of association. The preparation of two such documents is required to submit them to the National Court Register and the tax office. The fee for the preparation of a copy is 6 PLN + 23% VAT per each started page.

Additional Costs:

• Entry into the National Court Register – court application fee of 500 PLN
• Fee for the announcement of the first entry in the MSiG of 100 PLN
• Civil law transaction tax – from 21 PLN (depending on the share capital)

The duration of the company establishment process: from one month to a maximum of two months.

As of July 1, 2021, the submission of updating and registration documents to the KRS is only possible online via the Court Register Portal (PRS): https://prs.ms.gov.pl/

To be able to sign prepared documents or submit them in person, you need to create an account in the PRS, have a trusted e-PUAP profile or a qualified signature, and a PESEL number. Currently, it is no longer possible to submit updating and registration documents to the KRS in paper form by going to the office.

Sole Proprietorship

Establishing a sole proprietorship is simple and takes a maximum of one hour, but there are certain pitfalls to avoid.

Method of Establishing a Business
An application to open a business is usually submitted on the CEIDG-1 online form, alternatively, such an application can be submitted in paper form at a local office.

Registration Procedure
The CEIDG-1 application is available on ceidg.gov.pl. There, data related to the scope of work conducted within the business must be filled out. Data necessary for tax administration and the Social Insurance Institution (ZUS) are also provided. Establishing a business can end at this stage or require a visit to the tax office if the entity is to be a VAT payer. The application acceptance is automatic, requiring an electronic signature or ePUAP profile.

Legal Personality and Liability
A sole proprietorship does not have legal personality, which means that the person running the business is fully responsible for its obligations, including from private assets.

Costs
Establishing a business itself is free, but you must consider the necessity of paying for a VAT registration application.

Advantages and Disadvantages
The main advantage is the limitation of formalities and time needed to open a business. It is possible for foreigners to open a business if they have a permanent, long-term, or temporary residence permit. Anyone starting such a business must consider that debts from business obligations (loans, leasing, ZUS contributions, or taxes) can be collected without restrictions from private accounts.

Important Information!

Registration in the Central Register of Beneficial Owners (CRBR)

Every new company should register in the Central Register of Beneficial Owners (CRBR) (others by July 13, 2020). The registration consists of 4 stages. Providing NIP and company form, choosing/generating an application, filling out the form, and signing. The application allows signing with a qualified signature and a trusted profile via ePUAP. Failure to comply with the registration obligation is subject to fines of up to 1 million PLN.

https://crbr.podatki.gov.pl/adcrbr/#/