Company Registration in Poland
The most common and preferable for the foreign entrepreneur is a limited liability company. Since the requirements for incorporating and operating a joint stock company are very formal, we typically advise our clients to select the limited liability company structure, if possible.
For the above-mentioned reasons, we will limit our further remarks to only the limited liability company structure. However, at client's request, we can provide additional information on the differences between limited liability company and other corporate vehicles.
Legal procedure for company registration in Poland
STEP 1: Signing the deed of establishment of the Company and the Company's Articles of Association in the form of a notarial deed.
STEP 2: Concluding a lease contract in respect of the premises in which the registered office of the Company will be located.
STEP 3: Registering the Company in the respective National Company Register.
STEP 4: Notifying the tax office competent for the Company's registered office about its entry into the register (obtaining a tax identification number - NIP).
STEP 5: Announcing the Company's entry into the register in the official journal - "Monitor Sądowy i Gospodarczy".
STEP 6: Registering the Company in the relevant Statistical Office (and obtaining a statistical REGON number).
STEP 7: Opening a bank account.
STEP 8: Notifying relevant Labour and Sanitary Inspectors about the commencement of the Company's operation, and providing them with information required by labour law - within 14 days from the date on which the company has commenced its activity.
STEP 9: Registering the Company's employees with the relevant ZUS (social security agency) department.
Documents required for company registration in Poland
1) documents evidencing the existence and legal status of the founder, issued by a relevant public or state authority (registry court, chamber of commerce, secretary of state, registrar of companies, etc.) in the country where the company has its registered office,
2) decision of the authorized body of the founder in respect of starting commercial activity in the form of a limited liability company in Poland; this may be the resolution by the Board of Directors, resolution of the Shareholders' Meeting (General Assembly of Shareholders) or other relevant documents, depending on the statutory provisions of the founders,
3) Articles of Association of the founder.
Costs related to establishment of the company
Official costs of establishment of the Company depend principally on the value of the initial share capital (the minimum permissible share capital of the Company is PLN 5,000).
The costs include the following: notary's, treasury (tax on civil law transactions) and court fees.
If the share capital amounts to PLN 5,000, the notary fee will amount to ca. PLN 350. If the share capital amounts to PLN 50,000, the notary fee will amount to PLN 1,000; (PLN 800 plus 1 per cent over the amount exceeding PLN 30,000 of the share capital.)
In the case of the share capital amounting to PLN 5,000, the tax on civil law transactions will amount to PLN 16; (PLN 250 in the event of 50,000 PLN share capital).
Court fee amounts to PLN 1,000 (regardless of the value of the Company's share capital).
Price for the mandatory announcement in the "Monitor Sądowy i Gospodarczy" is PLN 500.
Fee for registering as a VAT tax payer is PLN 170 (in the event the company activity is subject to VAT tax).
Please note that documents in your original language should be translated into Polish by a sworn translator.