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The fact that a foreign national is not a Polish citizen does not constitute an obstacle for them to run their own business in Poland. However, to start a company, it is required to fill in and deliver appropriate documents.

To avoid potential confusion or mistakes when going through the process, it is best to make sure You know all the information and processes required for registration.

Why is it worth starting a limited liability company in Poland?

The most popular commercial company in Poland is the limited liability company, because of the limited liability and the fact that it is suited for small and medium businesses.

The company is liable for its debts and obligations with its whole property without any limitations. The shareholders are not liable for the company’s obligations, they bear a risk up to the value of shares contributed. Where execution against the company has proved ineffective the members of the management board shall be liable jointly and severally for the obligations of the company.

Share capital of Polish limited liability company

Minimum share capital of  the company is 5.000 PLN (approx. 1.250 EUR). The share capital has to be covered by contributions, which can be made in money or transferring ownership of the property (movable or immovable). Contribution cannot be made in the form of services towards the company. The minimum value of one share is 50 PLN.
Founders may be either natural persons or legal persons, regardless of their nationality. Foreigners may own 100 % of the shares.

Organs of the company

Superior authority of a company is the Shareholders Meeting. Company is represented
by a Management Board (consisting of at least of one person) according to principles laid down in Articles of Association. A company may be also represented by a proxy.

The limited liability company is incorporated by at least one shareholder, but usually it is recommended to open a company by at least two shareholders. The sole shareholder must pay insurance contributions as same as a sole trader and every agreement between the company and the sole shareholder who is also the sole member of the management board must be signed at the notary’s office and reported to the registry court.

In a limited liability company a Supervisory Board may be optionally appointed. In limited liability companies whose initial capital exceeds 500.000 PLN and the number of shareholders exceeds twenty five the Supervisory Board or audit commission shall be compulsory.

How to register a limited liability company in Poland?

The company is registered in the National Court Register in a traditional way or electronically.

When You open a company traditionally, the Articles of Association must be sign in the notary’s office. All shareholders must be present personally or be represented by a proxy who has a notarized power of attorney.

Online company formation in Poland

This procedure does not require concluding the Articles of Association in the form of a notarial deed.  Everything is performed via online application in National Court Register service (eKRS).The eKRS electronic system is available for both polish and foreign citizens.

Steps necessary to incorporate a LLC company in Poland using the eKRS system:

  1. Creation your personal profile in electronic system of the Ministry of Justice.
    • You will be required to leave your personal data such as name and surname, date and place of birth, nationality, passport number and place of residence.
  2. Preparation of necessary data for company registration:
    • choose the business name: You should check if the business name is available, this is important as all company names in Poland need to be unique,
    • company address details,
    • a list of shareholders, members of the company’s management bodies
  3. Introduction of data to the application form in the system
    • You will be required to filling out forms and documents with necessary data related to company registration, filling out the application for entry in the National Court Register
  4. Signing documents and application for entry in the National Court Register using:
    • signature with a Trusted Profile (ePUAP),
    • qualified electronic signature (the signature purchased from the supplier of qualified certificates)
  5. Application fee payment by external electronic payment system
    • legal fee for the application to entry in the National Court Register (register a company in a traditional way) – 500 PLN + fee for announcing the entry in Court and Economic Monitor – 100 PLN
    • Legal fee for the application to entry in the National Court Register (register a company in electronically way) – 250 PLN + fee for announcing the entry in Court and Economic Monitor – 100 PLN
  6. Submission of company registration documents in the chosen registration court.

The court is obliged to recognize the registration request in 24 hours, but in practice it sometimes takes 2 or 3 days.

The electronic registration is cheaper and faster but in the electronic registration process you will be able to sign only simple Articles of Association template and you can only make cash contributions.

Taxation of Limited Liability Company

After the court registration You also must fill additional documents to the tax office and register the company as a VAT payer.

The company is subject to tax on its profits, it files a Corporation tax return and pays tax (19%). Poland also has a dividends tax which is also 19%.

If you intend to establish a limited liability company in Poland or seek advice regarding any corporate matters, You are welcome to contact.

Before You register a company, You should be encouraged to create a Trusted Profile. It is a free tool to confirm your identity. Thanks to the Profile you will be able to register your company online and deal with other official matters electronically for example since October 2018 all financial statements must be signed electronically then submitting to the National Court Register.

In the next article You read more about how to obtain Trusted Profile in Poland, as well as why Trusted Profile should be obtained and how does it work.

See also: What is a Trusted Profile?

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Magdalena Rutyna

Autor

Aplikant adwokacki przy Okręgowej Radzie Adwokackiej w Warszawie, ukończyła studia prawnicze na Wydziale Prawa i Administracji Uniwersytetu Marii Curie-Skłodowskiej w Lublinie.

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