One of the most flexible business structures Poland has to offer is a Sp. z. o. o. (Limited Liability Company) as it offers limited liability of it’s shareholders. LLC business structure is the most common in Poland. In order to successfully incorporate a SP. z. o .o you will require a minimum company capital of 5000 PLN (~1180 EUR), divided into several shares. In order to finalize incorporation procedure with the commercial register – one director, one shareholder as well as legal address of a company will be required. The liability of shareholders is strictly limited by the volume of their contribution into company’s capital.
Polish economy brief overview
Economy in Poland is rather flourishing, especially due to its private business sector. The Polish government encourages foreign investments in Poland by signing Double Tax Treaties with a large number of countries and by offering a wide range of incentives for entrepreneurs who decide to come from abroad and start a company in Poland.
Company formation procedure
Company formation process of Polish LLC may slightly vary depending on circumstances. However, there is a general pattern of steps to be taken in order to successfully incorporate a fully operating company:
Signing the constitutional foundation document as well as Company’s articles of association. Both documents should be verified at the notary public;
Concluding a document (often rental agreement) to lease premises, where company’s legal address and official office will be located;
Submitting all incorporation documents to the national commercial register of Poland;
Notifying local tax administration regarding new company with business activity. Acquiring a local tax payer number;
Registering the company’s entry into the registry in the official journal;
Registering the company at the local department of the statistics bureau;
Opening a corporate bank account at the local (or foreign) bank;
Notifying labor and sanitary services, in accordance with legal requirements of the labour law;
If any personnel hired – they must be registered at the local office of the social insurance administration.
Company requirements
At least one director must be present at the board of directors to incorporate an LLC in Poland. In Poland only an individual person can be a director of a company: another company or legal entity cannot take this position. There are no legal requirements regarding the citizenship and / or place of residency of directors, but in order to make things work faster with banks and tax administration it is highly recommended to appoint a local resident director. An official company’s register of directors must be kept at the company’s legal address on the territory of Poland.
At least one registered shareholder is required to register a company. There are no requirements regarding the citizenship or place of residency of the shareholder, therefore, 100% capital owned by a foreign resident is possible. An official company’s shareholder register must be kept at the company’s legal address on the territory of Poland.
The minimum share capital required is PLN 5000 (approximately EUR 1180) having the lowest possible share value being PLN 50 (~ 12 EUR).
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