Register company in Poland
To register company in Poland is easy and hassle-free with Tetra Consultants’ assistance.
Poland has been one of the most consistent growing economies in the world, with 28 years of steady economic growth, a feat only eclipsed by Australia. This also made it the only European economy not to fall into recession during the 2008 Global Financial Crisis. This is testament to the success of the country’s liberalization policies. Today, Poland is one of the largest developed markets in the European Economic Area and offers a well-regulated banking and financial sector. This has made it one of the best places to choose company formation in, to gain access to the European market.
Our service package includes everything you will require to set up business in Poland:
How long to register company in Poland and open corporate bank account?
- Tetra Consultants will complete the process to incorporate company in Poland within 3 weeks. After receiving due diligence documents of the directors and shareholders, our team will search for the availability of your preferred company name and prepare all mandated incorporation documents.
- Throughout the registration process, you will not be asked to travel overseas.
- After Tetra Consultants has set up your Poland company, you can expect to receive the documents of your new company including the certificate of formation, Memorandum and Articles of Association as well as the registar of directors and shareholders.
- Following which, based on your business goals and activities, we will also apply for the necessary licenses so that you can operate your company.
- Within 4 weeks upon registering your Poland company, we will open a corporate account with either a local or international reputable bank.
- As such, you can expect your company to be fully operational and ready within 7 weeks from engaging Tetra Consultants.
Can a foreigner register company in Poland?
- Full foreign ownership is allowed in Poland and is made easier since there is no requirement for companies to have a local director, secretary or representative.
- Poland is currently the largest recipient of foreign direct investments in Central Europe, largely due to the establishment of several Special Economic Zones with more favourable corporate laws.
- However, certain industries that are deemed to be more sensitive or are of strategic importance face more barriers to entry, such as a maximum of 49% ownership for non-European citizens and additional licensing requirements.
How to register company in Poland?
- Tetra Consultants advises you to read through this guide to fully understand the steps on how to incorporate a company and set up a banking account in Poland.
- By systematically following the 6 steps below, you can expect to start conducting business with your Poland company within 7 weeks.
Step 1: Choosing a suitable company structure
- After understanding your business goals and activities, our team of dedicated consultants will recommend the most suitable company structure for you to carry out your business. Prior to incorporating a Poland company, you will be advised on the optimum paid up share capital, requirements and legislation.
Step 2: Reservation of company name
- Tetra Consultants will reserve your preferred company name with the National Court Register.
Step 3: Preparation of supporting documents to register company in Poland
- In most cases, the directors and shareholders are needed to provide basic KYC documents. Some of these documents include the names of directors, certified true passport copies, proof of address, bank reference letter and CV for our internal due diligence checks.
- Although there is no requirement for the director to be a Polish resident, we can still provide a nominee director for those who would like the additional privacy.
- Our team will also assist clients who are looking to incorporate in Poland with obtaining a registered local office address. It will be used to maintain all corporate records and official documents, and also manage the correspondence of the business.
- According to the business activity and corporate structure, Tetra Consultants will also draft Articles of Association, business plan and other incorporation documents. Based on this, we will also advise the appropriate PKD (Polska Klasyfikacja Działalności, Classification of Activities Code) that your business activity falls under.
- Your Articles of Association drafted will include key information about your company and its directors, the amount of subscribed share capital, share classes, duration of the company and other information with regards to your business activities.
- Generally, the Articles of Association and other corporate documents will have to be translated into Poland’s official language of Polish. We will assist in providing official translations for these documents.
Step 4: Filing to register company in Poland
- We will then proceed to file for registration with the National Court Register.
- After receiving approval, Tetra Consultants will courier the Certificate of Incorporation, Memorandum and Articles of Association and other corporate documents to your preferred address.
- We will also translate the documents into English for your review and perusal.
- According to your business activities, we will also assist in acquiring a valid business license where necessary.
Step 5: Corporate bank account opening
- After company formation in Poland, Tetra Consultants will assist you in opening a corporate account with a bank. Our team has established partnerships with multiple reputable banks in Poland and Europe. By engaging our services, you can leverage on our full portfolio of banking partners. We will present your business to each relationship manager and compliance team.
- Typically, a corporate account opening with a bank will take roughly four weeks. In most cases, the directors and shareholders do not need to travel. However, if travel is required, we will have a representative accompany you to the bank meeting. Alternatively, our team will negotiate with the banks to conduct a conference call instead or to request for a waiver.
- The meeting may be conducted in Polish. In such cases, our team will also send a representative to attend the meeting so that any potential communication barrier can be overcome.
- Once your account has been successfully opened, Tetra Consultants will courier the internet banking token and access codes to your preferred address.
Step 6: Financial reporting and taxation obligations
- Following the setup of your new Polish company, Tetra Consultants will continue to provide you with the necessary accounting and tax services to ensure that you can continue to legally conduct business while staying compliant to regulatory obligations.
- You will automatically receive a NIP, your company’s unique Tax Identification Number. We will then supply the Tax Office with the necessary supplementary data.
- If required, we will also assist your business in registering for VAT.
- We will also assist your company in registering with the Social Insurance Institution (ZUS) as an insurance payer, and also inform them of any employees under your company.
- Our team of dedicated consultants will prepare your firm’s financial statements, corporate tax returns and manage bookkeeping on your behalf.
- Audits are only required when your limited liability company exceeds two out of the three thresholds listed below. Joint-stock companies must be audited regardless of if they exceed these thresholds.
- Assets of €5 million (US$6.1 million)
- Annual turnover of €2.5 million (US$3.05 million)
- The standard corporate tax rate is 19%. Assuming that your company is non-resident, it will only be taxed on Polish-sourced income.
- Your company might be taxed at a reduced rate of 9% instead if it is your first year of operations or your business had gross revenues of less than €2 million (US$2.44 million) in the previous tax year.
- Other applicable taxes include property tax, stamp duties, capital gains tax and Value Added Tax.
- Our team of dedicated consultants will continue to clarify any doubts you may have with regards to your company’s obligations.
Types of Business Structures to consider when you register company in Poland
- At the start of the engagement, Tetra Consultants will seek to fully understand your business activities and needs before recommending the most optimum business structure in Poland. Some considerations we take into account include the type of business activity and the nationalities of shareholders and directors. Our consultants will also offer more information on the requirements imposed to set up these entities.
- A sole trader is the most basic and simplified way to start and operate a business. Incorporation can be done easily as it has no minimum capital requirements and only requires the sole trader to register with the Central Register and Information on Business Activity. It is even free of charge to do so. In terms of operations, it is equally simple since no contracts or articles of association need to be drawn up and you can immediately commence business. Full financial reporting is also not needed, unless your business exceeds €2 million (US$2.44 million) in net revenue.
- However, the trade off to this is that only owners of a temporary residence permit in Poland may start a sole trader, which makes it relatively harder for foreigners to do so. In addition, a sole trader is an extension of the owner’s legal personality, leaving him fully liable for any and all obligations incurred by the business.
- There are many options for those looking to incorporate a partnership. This includes the standard general and limited partnerships, as well as certain partnership structures that are less commonly seen such as the civil law partnership governed by a written contract as opposed to notarial deeds or Articles of Incorporation, the professional partnership which requires each partner to be separately certified by their respective professional bodies and the limited joint-stock partnership which combines elements of a limited partnership with the ease of raising capital that a joint stock company would have. Hence, it comes with a minimum share capital requirement of PLN50,000 (US$13,670) and stricter financial reporting requirements.
- Full financial reporting is only needed when your business exceeds €2 million (US$2.44 million) in net revenue, or if you are operating as a limited or limited joint-stock partnership.
- In general, since partnerships do not offer protection from liability, they are more suited for investors that prioritize ease of incorporation and management, or family-run businesses that are wary of hostile takeovers.
Limited liability company (Spółka z ograniczoną odpowiedzialnością or sp. z o.o.)
- A limited liability company is one of the most popular options for investors seeking to start a business in Poland since it offers the best of both worlds between partnerships and corporate structures. It combines the ease of incorporation that a partnership has with the liability protection of corporations. This is because it has its own distinct legal personality, which allows shareholders to limit their liability to just their share contribution. However, limited liability companies may not freely transfer share ownership and also may not list on stock exchanges, which might make it harder for them to raise capital.
- It requires at least one shareholder and director of any nationality, a registered office in Poland and a minimum paid- up capital of PLN5,000 (US$1,367). Such companies need to comply with full accounting and financial reporting requirements regardless of their size and might also be subject to audits if they exceed certain thresholds. If they have more than 25 shareholders or share capital exceeding PLN500,000 (US$136,700), they will also be required to appoint a supervisory board.
Joint-stock company (spółka akcyjna or S.A.)
- Joint-stock companies are split further into private or public entities depending on whether they intend to list on stock exchanges. They are usually most popular for large business enterprises, or those looking to enter the financial services sector (since a S.A. is required for those PKDs). Much like a limited liability company, it offers liability protection for its shareholders and directors since it constitutes a distinct legal entity. However, it is subject to significantly stricter and costlier operation and management requirements since it has the ability to be listed on stock exchanges.
- It also requires at least one shareholder and director of any nationality, a local registered office address and a minimum capital of PLN100,000 (US$27,350), of which 25% must be paid-up. Similarly, it is also subject to full accounting and financial reporting requirements. However, unlike limited liability companies, they are always required to appoint an auditor, and a supervisory board must also always be established. A minimum of 3 members must exist in a private company, whilst 5 are required in a public company.
Poland Free Zone Company (SEZ Company)
- Special Economic Zone (SEZ) companies are established in one of Poland’s 14 SEZs, which are then further sub-divided into Industrial and Technology Parks. These areas aim to offer location economies to manufacturing and export companies by centralizing industrial facilities and infrastructure, and the supporting industries needed for them to function, such as transport or research and development. Along with generous tax exemptions of up to 50% on corporate income or full exemptions for property tax, these SEZs often attract many international clients.
- However, they are also subject to additional economic substance requirements, such as a minimum capital requirement of €100,000 (US$122,000) and creating at least 250 new jobs.
Branch Office (oddział)
- As compared to establishing a separate subsidiary firm, foreign companies can choose to establish a branch office, which is usually cheaper to both incorporate and manage. This is because they do not have any minimum capital requirements to incorporate, and financial and tax accounts can be prepared together with that of the parent company. The only requirement is that you appoint a resident representative.
- However, this does come at the trade-off of liability protection. Branch offices are legally perceived as a legal extension of their foreign parent company, and thus will lead to the parent company being wholly responsible and liable for any and all debts incurred by the branch office.
Representative Office (przedstawiciel)
- Much like a branch office, establishing a representative office requires you to first have a foreign parent company and appoint a resident representative. While it is also cheap and easy to manage, this is due to the fact that representative offices may only take part in non-profit generating activities such as market research or data collection. Thus, Tetra Consultants would recommend that businesses looking to explore the Polish market opt for this corporate structure.
Accounting and tax obligations
- By outsourcing your Poland accounting and tax obligations to Tetra Consultants, you can be confident that you will be in the best hands. Our team of consultants will ensure that your firm’s financial statements, corporate tax returns and audits are completed without the need for you to travel.
- Additionally, outsourcing your accounting and tax needs to Tetra Consultants will allow you to reduce overhead costs whilst being ensured of timely reporting and filings. Before the start of the engagement, our accounting team will also keep you updated of all the required deadlines and expectations. Thereafter, we will prepare all required filings in advance to ensure that the stipulated deadlines are met.
Annual Reporting and Audit Requirements
- All business entities are required to file their approved annual financial statements with their respective registries, although the exact requirements will vary based on the specific type of entity.
- Most sole traders and partnerships are only required to submit simplified versions of their annual financial statements.
- However, limited and limited joint-stock partnerships, as well as sole traders and partnerships that have income exceeding €2 million (US$2.44 million) will be subjected to full financial reporting requirements.
- Audits are a compulsory requirement only for joint-stock companies, and limited liability companies that exceed 2 of the 3 thresholds stated below.
- Assets of €5 million (US$6.1 million)
- Annual turnover of €2.5 million (US$3.05 million)
Board of Director and Shareholder meeting requirements
- Companies and limited joint-stock partnerships must then present these financial statements at their shareholder’s meeting, which must occur within 6 months after the end of the financial year, and at least once per year.
- In these companies, the Board of Directors might also need to meet in order to pass resolutions, and for it to be considered valid.
- Both these requirements will not apply to other partnerships, branch offices or representative offices.
Corporate Income Tax
- The standard corporate income tax rate will be 19%. Businesses with yearly revenues of less than €2 million (US$2.44 million) will be charged at the “small taxpayer” rate of 9% instead.
- Non-residents are only subject to tax on Polish-source income.
- If the non-resident’s country of residence has a double tax treaty with Poland, they will only be liable for tax on income attributed to a Permanent Establishment (PE) in Poland.
- However, certain forms of income will still be liable to tax even if they are not traceable to a PE, such as dividends, royalties and capital gains tax.
- Unrealized capital gains might also be taxed in the form of an exit tax, also set at 19%.
- Tetra Consultants will continue to advise you regarding your corporate income tax obligations.
Value Added Tax
- Companies will be subject to Value Added tax when the annual turnover of the company exceeds PLN200,000 (US$54,700). This is charged at a standard rate of 23%. Reduced rates of 8% or 5% might apply for certain goods such as medical goods and staple food products.
- VAT filings and payments should be done on either a monthly or quarterly basis.
- Tetra Consultants will also assist you in registration with the Polish Intrastat.
Pros and cons of choosing to register company in Poland
- Poland was ranked 45th in Transparency International’s 2020 Corruptions Perception Index. They have lost 7 points on this index since 2015, largely due to opaque public spending and the enactment of new restrictive laws and regulation during the COVID-19 period.
- As a regional power in Central Europe, it is a member of many political organizations such as NATO, United Nations, Organization for Economic Co-operation and Development (OECD), European Union (EU) and the G6 (the 6 largest nations in the EU). This lends it a high degree of political stability.
- As mentioned earlier, Poland has been one of the most consistent performers in the world economy, with a streak of consistent GDP growth only matched by Australia.
- The country’s GDP has increased 7 times since 1990, testament to the effectiveness of the government’s liberalization initiatives.
- Poland was ranked 40th in the World Bank’s 2020 Ease of Doing Business Index. In particular, due to the efficiency of its banking sector, it is the 6th fastest and easiest place in the world to secure credit for a new business.
- Although Polish is the official language of Poland, the country still displays a “High” level of English proficiency, as ranked by Education First’s 2020 English Proficiency Index, and is ranked 16th.
- Poland offers high standards of living and offers free tertiary education and a top class medical system.
- According to the Human Development Report 2020, average life expectancy at birth is 75 years for an infant male and 83 years for an infant female. Infant mortality rate is also relatively low at 4 per 1,000 deaths.
- Poland consistently outperforms the other OECD member nations in the Programme for International Student Assessment rankings.
- Poland is one of the technological hubs of Central Europe, with Special Economic Zones and Industrial and Technology Parks aimed at attracting foreign investments in the high-tech and research and development (R&D) spheres.
- It is currently home to over 40 R&D centres and 4,500 researchers from multi-national tech companies such as Google, Microsoft, IBM and Intel.
- Poland’s ruling Law and Justice Party has ironically received much criticism from EU legal watchdogs on its suppression of the Polish legal systems, with recent reforms being seen as a way to punish judges who question court appointments and silence dissent.
- The continued interference of the ruling party in the judicial systems of Poland have also been seen as unconstitutional, and as undermining the independence of the system.
- Poland is a part of the EU’s Natura 2000 network of protected natural areas, with 23 national parks, wetlands and coastal areas being designated as protected areas.
- Energy needs of the country are mostly satisfied by fossil fuels, given that Poland is a major exporter of coal. However, there are plans to increase the proportion of energy generated by renewable energy sources, which stood at just 12.18% in 2019.
Looking to register company in Poland?
- Contact us to find out more about how to register a business in Poland. Our dedicated and experienced team will revert within the next 24 hours and answer all your queries.
What is the best business in Poland?
- Poland is one of the leading economies of the Central Europe region, having the largest banking sector and the largest stock exchange (Warsaw Stock Exchange) in terms of market capitalization in East-Central Europe. Its banking and financial sector is very well-regulated and is also one of the largest contributors to the country’s GDP.
How much does it cost to start a business in Poland?
- Depending on the business structure chosen, there might be a paid-up capital requirement when starting a business in Certain structures such as a joint-stock company have a minimum capital requirement of US$122,000, though the most common option of a limited liability company only has a requirement of US$1,367. Regardless, Tetra Consultants would recommend at least US$5,000 so as to fund your overhead expenditures as well as initial deposit for corporate account opening with a bank.
- As for Tetra Consultants’ engagement fees, this depends on the exact services required from Tetra Consultants. Our fees are inclusive of government fees and all fees will be clearly stated in our engagement letter prior to the start of the engagement. Tetra Consultants believes in transparency with our valued clients and there are no hidden fees.
What is NIP?
- NIP refers to the unique Tax Identification Number given to every Polish taxpayer.
What is the currency of Poland?
- Poland currently uses the złoty (PLN) as its currency, though it is eventually expected to switch to the Euro due to the terms of their Treaty of Ascension.
Is the Euro accepted in Poland?
- Only certain touristy regions will accept the Euro, and even then, not at a favourable exchange rate.
What is KRS?
- KRS refers to the Krajowy Rejestr Sądowy, the Polish National Court Register.
- Companies registered with the KRS will receive a unique company identification number, REGON.
Will I need a PESEL if I were to pay corporate tax in Poland?
- No, PESEL refers to the national identification number, and is only used in personal income tax filings, or that of a sole trader and partnership.
- PESEL stands for Powszechny Elektroniczny System Ewidencji Ludności, or the Universal Electronic System for Registration of the Population.
- However, if in the course of running your business, you become a Polish permanent resident, or need to reside in the country for more than 2 months, you will need a PESEL.
How can I start an online business in Poland?
- To do so, Tetra Consultants will first assist you to incorporate your online company, which involves largely the same steps as the typical process to incorporate in Poland.
- For a web-based business, you will also have to buy a Polish internet domain. You then have to find and engage a service for the delivery of your products to your customers, and factor in the costs of such third-party services in your calculation of your business costs. Tetra Consultants can assist you with finding and securing a reliable delivery service for your business.