Company Formation in Poland

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There are generally two reasons why business investors set up companies abroad: either to access new markets or to cut costs. Poland scores exceptionally well on both counts. The Polish market is the largest in Central Europe – larger, in fact, than the other nine new EU members put together – employment costs are low, and affluent foreign investors are fuelling Poland's economic growth.

What are the main types of company in Poland?

There are four main kinds of business entity for foreign investors and they are as follows:

  • Limited liability company (sp. z.o.o)
  • Joint stock company (S.A)
  • Partnership
  • Sole proprietor

Requirements for company formation in Poland: Limited liability company (sp. z.o.o)

  • A private limited company is the most popular format for small/medium sized companies.
  • Minimum share capital is 5,000 złotych to be fully paid up
  • Minimum number of directors is one.
  • No restrictions on foreign shareholders.
  • Annual accounts to be prepared and held at company offices.
  • For EU VAT Registration you are required to have a virtual office.
  • An Annual General Meeting has to be held and filed in Poland.
  • Polish companies are required to maintain accounting records from the moment of registration. The provision of a registered office service is possible only where the purchaser of the company can confirm that the company will be maintained in accordance with Polish law, including the maintenance of accounting records by a properly authorized person or organization.

Requirements for a Joint Stock Company in Poland (S.A) :

  • The main characteristics of a joint stock company S.A is the form used by larger companies wanting to raise public capital.
  • The minimum share capital is 500,000 zlotys, of which at least 25% must be paid up
  • There is a two-tier system of administration, with management and supervisory boards.
  • 8% of the annual profits are to be put in the reserve fund (maximum 30% of the share capital).
  • Annual accounts and an independent audit are required.

What are the main forms of partnership in Poland?

There are four main kinds of partnership under Polish corporate law:

  • Registered partnership (all partners have equal and unlimited liability)
  • Limited partnership (some partners have limited liability)
  • Professional partnership (some concessions regarding partner liability)
  • Limited joint-stock partnership (includes partners and shareholders)

What are the main features of a sole proprietor company?

  • The simplest and least-regulated form of business entity
  • A very popular format for small business enterprises
  • A sole trader has unlimited liability for all liabilities and debts
  • Profits are subject to Polish income tax at individual rates

How easy is it to recruit staff in Poland?

While some of the country’s brightest young brains have been tempted to move west to take advantage of EU membership, Poland has a large and well-educated workforce. Please contact us if you would like to speak to one of our recruitment specialists.

What is the regulatory environment like?

Poland now has one of the most liberal economic regimes in Central Europe. Capital and profits can be freely repatriated. However, legal and accounting regulations are complex and local expert assistance is advised. We have excellent lawyers and accountants ready to help smooth the way in the regulatory process should you need them.

Are there financial incentives available?

Poland offers a broad range of financial incentives for foreign investors including the following: grants of up to 25% for companies setting up in Poland, enhanced grants totaling 50% in Special Economic Zones and further incentives are available through EU-funded schemes.

What about banking facilities?

Poland is an important regional centre for the international banking community and most major financial institutions have a presence in Warsaw. Local banks are also capable of competing strongly and effectively to provide facilities for foreign investors. Opening a bank account requires specialist advice which we can help you with.

For more information on how to open a bank account in Poland or for any further issues on company incorporation in Poland, including employment advice, accountants and VAT, please contact us on 0033 (0)1 53 57 49 10 or email us from our contact page and we’ll be happy to help.

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