PolandStep-by-Step Guide to Company Registration in Poland

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In this article, we provide a detailed step-by-step guide to company registration  in Poland and discuss other factors of consideration business owners may have when choosing to register a company in Poland . Making the process easier and simpler for clients, Tetra Consultants offers invaluable assistance in navigating the intricacies of company registration in Poland. With our team’s expertise and extensive knowledge, Tetra Consultants ensures a seamless experience, helping clients establish their businesses with confidence and efficiency.

Eligibility criteria for company formation in Poland 

  • Before diving head first into the incorporation and various licence applications, it is vital that the business structures they wish to incorporate are eligible business entities for company incorporation in Poland.
  • Poland supports the incorporation of business entities such as: partnerships, limited liability partnerships, professional partnerships, joint-stock companies, simplified joint stock companies, corporations, branch offices and representative offices.
  • It is important to note that although the majority of the steps for all business entities are largely the same, there are slight variations that may be required.

Company incorporation steps in Poland

Choose company type and name

  • Depending on the company structure that you incorporate as, your taxes, legislation, optimum paid up share capital may differ. 
  • As a result, it is important to select a business structure that aligns with your company’s existing goals and objectives in order to avoid further complications.
  • After deciding your company name, Tetra Consultants will reserve it with the National Court Register.

Preparing documents

  • Most of the time, Tetra Consultants will require you to submit basic KYC including director names, passport copies, proof of address, bank reference and CVs for due diligence checks.
  • Based on the business activity and corporate structure, Tetra will assist in the drafting of the Articles of Association and a business plan for company incorporation in Poland.
  • Additionally, Tetra Consultants will recommend the most appropriate PKD (Polska Klasyfikacja Działalności, Classification of Activities Code) that your business activity falls under. We will assist in the translation of the corporate documents into Polish for our clients before submitting them.
  • Subsequently after the documents have been prepared, Tetra Consultants will file for company registration with the National Court Register. After receiving approval, Tetra Consultants will courier Certificate of Incorporation, Memorandum and Articles of Association to your selected address.

Corporate bank account opening & deposit of minimum share capital

  • Tetra Consultants has several partnerships with reputable banks and aims to assist our clients throughout the whole corporate bank account opening process.
  • The typical corporate bank account opening process after company incorporation may take up to 4 weeks. Directors and shareholders will most likely not need to travel, but should that need arise, Tetra Consultants will send a representative to attend the meeting and ensure a seamless opening for our client.
  • After the account has officially been opened, Tetra will courier the internet banking token and access codes to our client’s address.
  • As for the minimum share capital deposit, it takes PLN5,000 for limited liability companies, PLN100,000 for joint-stock companies, PLN1 for simplified joint-stock companies and PLN50,000 for limited joint-stock partnerships. No limits exist in respect of other organisational forms.

4 factors to consider when deciding which business structure to register company in Poland 

Liability protection 

  • Business structures such as LLCs offer protection of its business owners personal assets and protects them against liabilities and debts that arise from the business itself.
  • Other structures such as joint-stock companies also offer limited liability but provide the option whereby the company shares can be traded on the stock exchange, making it more suitable for business owners who have the intention to expand the scale of their operations in the future.

Ownership and control

  • The type of structure affects the control business owners have over the company itself 
  • For example, an LLC can be established with just a single individual making it more closely held due to the lower amount of stakeholder involved. On the other hand, a business structure such as joint-stock companies requires at least 5 shareholders in Poland which are usually more suitable for large scale enterprises with larger operations and a stronger need for external investors.

Capital requirements 

  • Each business structure also requires different initial capital requirements, some examples of the minimum capital requirement include:
  1. General partnerships: No share capital requirement
  2. Limited joint-stock partnerships: At least PLN50,000 initial capital 
  3. Corporations: At least PLN5,000 minimum share capital
  4. Joint stock company: At least PLN500,000 minimum share capital

Industry 

  • Industry specific regulations in Poland may also impact the selection of the business structure. For example, certain types of firms such as professional service firms may prefer to incorporate as an LLC for more flexibility and to operate on a smaller scale of operations.

Company taxation in Poland

The main taxes that apply to companies in Poland are:

  1. Corporate tax
  2. VAT tax
  3. Stamp tax
  4. Real estate tax
  5. Excise duty
  • The corporate tax rate as of 2023 is 19% 
  • Foreign companies are also subject to the same tax rates as local companies, however subject to double tax treaties, foreign companies may benefit from a slight tax reduction.
  • Additionally, special economic zones are present in Poland providing tax benefits for companies who are investing in certain regions.

Why you should register company in Poland 

Cheap labour

  • The attraction for company registration in Poland lies in the fact that labour costs are low, it was found that the average hourly wage in Poland was roughly a third of the average wage over in the Eurozone.
  • This average cost of workers also includes taxes, social security payments and benefits related to employees.

Manufacturing hub

  • Poland possesses one of the largest manufacturing hubs in the European Union attracting companies interested in setting up manufacturing factories, especially in the automotive and aircraft industries.
  • The reason behind its success as a manufacturing hub is its strategic location, being located in the heart of Europe, it maximises logistic efficiency and makes it convenient to access large markets like Germany and France.

Tax incentives 

  • The Polish government has implemented various methods to encourage foreign direct investment into the country. Measures such as tax incentives, grants and special economic zones have fostered an environment where businesses can succeed in.

Strong country infrastructure 

  • Poland has developed a strong country infrastructure over the years through substantial investments in its transportation networks, telecommunications, and energy supplies.
  • As a result, it provides a business environment optimal for efficient logistics, smooth business operations and connectivity to major markets in Europe.

Stable political environment 

  • Poland offers a stable political environment for business owners through its transparent legal frameworks, strong intellectual property protection and more.
  • It is known worldwide for its ease of doing business, pro-business policies and robust banking systems. Therefore, Poland offers a stable business friendly environment making it easy to incorporate and operate as a whole.

Conclusion 

  • The whole process of business registration in Poland may seem like a daunting task initially but Tetra Consultants helps break down this complex process into simple manageable steps that can be easily tackled on its own. With vast experience in incorporation for over 50+ jurisdictions, Tetra Consultants provides a seamless incorporation process for our clients. Our incorporation, accounting, and tax services aims to help our clients not only establish their businesses but continue running them as efficiently as possible. Contact us to know more about company registration in Poland and our team will revert within 24 hours.

Tetra Consultants

Tetra Consultants is the consulting firm that works as your advisor and trusted partner in your business expansion. We tell our clients what they need to know, instead of what they want to hear. Most importantly, we are known for being a one-stop solution for our valued clients. Contact us now at enquiry@tetraconsultants.com for a non-obligatory free consultation. Our team of experts will be in touch with you within the next 24 hours.

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