Company formation in Poland

How to open a company in Poland

Below we are going to focus on the issue of establishing a company in Poland. We are going to sum up the process, the associated fees and the time needed to establish a legal form of business – ”Sp. z o.o.“ (LLC)

Basic information about Poland

Limited liability company in Poland – Spółka z ograniczoną odpowiedzialnością “Sp. z o.o.“

The most common legal form of business in Poland is a limited liability company, the so called Spółka z ograniczoną odpowiedzialnością, official abbreviation “Sp. z o.o.”. It presents a business organisation, in which the shareholder shall be liable for the obligations in the amount of his capital contribution. The founder can be a natural person or a legal entity. The company must have at least one executive manager. The Supervisory Board and Audit Committee are voluntary bodies. The minimum level of the share capital is PLN 5 000 (cca. EUR 1,164). When establishing a company, the whole amount of the share capital should be paid. The share capital must be paid to the bank account.

The procedure of company formation in Poland

1st step – Choosing a business name and the scope of business activities

In the initial step, it is necessary to choose a business name, under which the company will be entered into the Trade Register. A business name must be unique and cannot be interchangeable or identical to the trade name that is already entered into the Register. You can check directly on the website of the Ministry of Justice in Poland, whether the business name you chose exists, or not. Each business organisation should have its core business, so called PKD. In the majority of the companies in Poland, we can talk about the purchase and sale of goods.

2nd step – Conclusion of the lease agreemen

Each business organisation according to the law should have its own or rented head office (address), which should be entered into the Register in Poland. In case you don´t stay at the address of the head office and it is expensive to pay for the rental of the office premises, you can use the lease option of the virtual head office already from EUR 35/month.

3rd step – Preparation of articles of association, or the deed of foundation

On the 1st January 2012, a new alternative of company formation was introduced, which doesn´t require the preparation of articles of association in the form of a notarial deed. The new alternative requires online registration only (http://www.cors.pl). The founders must not travel to Poland.

4th step – The entry of the company into the National Court Register

Each company should be entered into the National Court Register on the relevant registration court. Since 18 May 2012 the registration fee is PLN 500 (cca. EUR 116) per each business organisation and the publication fee is PLN 100 (cca. EUR 23). In case of changes in company data, the PLN 250 fee should be paid, and the fee of PLN 250 (cca. EUR 58) for the mandatory reporting to the Court and Economic Journal. The procedure of entry into National Court Register takes approximately 3 – 4 weeks. The procedure of entry requires also the confirmation of the head office (at least lease agreement).

5th step – the Central Statistical Office

It is necessary to submit an application to assign a statistical identification number (REGON) to the relevant Statistical Office according to the company head office. The number is assigned for free within 2 weeks after receipt of the notice of entry in the Register. The statistical identification number can be obtained altogether with the application for entry into the National Court Register.

6th step – Establishment of a bank account

On the basis of the freedom of economic activity, entrepreneurs are committed to non-cash payments to other businesses when fulfilling a payment over € 15,000. Therefore the entrepreneurs must establish a bank account in any bank in Poland. Based on the Act on freedom of economic activity, the payments made and received must be done through a bank account established by an entrepreneur in these cases: if another entrepreneur is a party to the transaction and if a single payment exceeds EUR 15,000. The company should have a business account in Poland. Of course it may have also other accounts abroad (in the Slovak Republic, in the Czech Republic etc.)

7th step – Company registration at the Tax Office

The VAT payer entrepreneurs (if they have a turnover of more than € 10,000) should register the company at the Tax Office, and thus fill out the form for a tax identification number (NIP). The fee for a registration at the tax office and granting a NIP number is PLN 170 (cca. EUR 40). It is mandatory to report the data to the company accountant.

8th step – Do you intend to have employees? Report the company to the Social Security Office

The Social Security Office – it is necessary to report the company to the Social Security Office for the purposes of paying social insurance for employees and the company up to 7 days from the date of employment of the first employer.
National Labour Inspectorate – each entrepreneur, who wants to have employees, has the obligation to notify each employee to the National Labour Inspectorate within 30 days after signing an employment contract with the employee. The registration is free.

9th step – Sanitary Epidemiological Station (SANEPID)

The entrepreneur is obliged to inform the relevant Sanitary – Epidemiological Station about the place, the type and scope of business activities as well as about the expected number of employees within 30 days after starting the business. It is necessary to inform in writing about the means and procedures related to safety and health at work.

Prices and fees

Deadlines and time required for starting the business

The setting up the company in Poland takes approximately 3 – 4 weeks.

Are you interested in establishing a company in Poland? Read more here.