Starting a business in Poland

Establishing a business step-by-step

STEP 1

Choice of legal form

The principal legal act governing business activity in Poland is the Economic Freedom Act of 2 July 2004 . It regulates the undertaking, running and winding-up of businesses in Poland, as well as tasks of the public administration in this regard. Investors can choose the most relevant form for their business from the list below:

- a limited partnership;
- a limited joint-stock partnership;
- a limited liability company;
- a joint-stock company.

Forms of doing business

Investors can choose the most relevant form for their business from the list below:

Entry in the Business Activity Register (Wpis do ewidencji działalności gospodarczej)
Civil Partnership (Spółka cywilna)
Registered Partnership (Spółka jawna)
Limited partnership (Spółka komandytowa)
Limited Joint-Stock Partnership (Spółka komandytowo-akcyjna)
Professional Partnership (Spółka partnerska)
Limited Liability Company (Spółka z ograniczoną odpowiedzialnością)
Joint-Stock Company (Spółka akcyjna)
Branch Office (Oddział)
Representative Office (Przedstawicielstwo)

STEP 2

Arranging for an official company address
(at least a lease agreement for the office)

STEP 3

Signing the company’s Articles of Association or Statute
(applies to limited liability company and joint-stock company only)

STEP 4

Registration of the company in the National Court Register (Krajowy Rejestr Sądowy)

- Registration should be effected in the District Court that has jurisdiction
over the district in which the company will have its official address.

- Addresses of Economic Divisions of the National Court Register and
information on their territorial jurisdiction are available through the

Ministry of Justice website, www.ms.gov.pl

STEP 5

Application to the Central Statistical Office (Główny Urząd Statystyczny - GUS) for a Statistical Identification Number
(REGON)

STEP 6

Opening an account at a Polish bank

According to Polish law, every business entity must have an account at a Polish bank

STEP 7

Applying to the Tax Office for a Taxpayer Identification Number (NIP)
Tax Office appropriate for the company’s official address

STEP 8

Notifying the Social Insurance Institution (Zakład Ubezpieczeń Społecznych - ZUS)
This obligation arises after the employment of the first employee

STEP 9

Notifying the National Labour Inspectorate And other institutions, if necessary, including, for instance, the General Personal Data Protection Inspectorate

STEP 10

Registration in the Tax Office as a VAT payer

Starting a business in Poland - more info

General rules for conducting business activities in Poland, including the activities of foreign businesses

The principal legal act governing business activities in Poland is the Economic Freedom Act of 2nd July, 2004. It regulates the conduct, running and closure of businesses in Poland, as well as the tasks of public administration in this domain.

Foreign persons from the European Union and the European Free Trade Association zones belonging to the European Economic Area (EEA) may establish and conduct business under the same rules as those that apply to Polish enterprises. The same rules also apply to foreigners living outside the EU and the EEA who:

- have received a permit to settle in Poland;
- have received a permit to stay in Poland under the status of a long-term resident of the European Union;
- have received a permit for a tolerated stay,
- have a residency permit or refugee status granted by the Republic of Poland, or
- enjoy temporary protection in Poland.

Unless international agreements state otherwise, foreigners other than those indicated above have the right to establish and conduct business activities only in the form of:

- a limited partnership;
- a limited joint-stock partnership;
- a limited liability company;
- a joint-stock company.

Such foreigners also have the right to enter into the types of partnerships and companies listed above, as well as acquire shares in them. Furthermore, foreign entrepreneurs (2) may conduct business activities in the form of a branch office, or they may establish representative offices in Poland. Provisions regarding the establishment and management of the above-mentioned partnerships and companies are placed in the second most important act regarding conducting business in Poland, i.e. the Code of Commercial Partnerships and Companies of 15 September 2000. Work is currently in progress to amend the laws governing starting up businesses in Poland. The changes in question envisage reducing the number of formalities required to establish a company. Parliamentary discussions are currently in progress on the draft amendments to the applicable laws.

Investors can choose the most relevant form for their business from the list below:

Process of establishing and registering an entity

As was indicated, following the signing of the Articles of Association/Statutes of a limited liability and joint stock company, the entities acquire the status of companies in organization. This does not concern partnerships, which are created only upon registration in the register of entrepreneurs. The next steps in setting up a company are:

- the arrangement of the company’s business address - which will constitute the registered office. This requires either acquiring real estate or concluding a lease agreement for relevant premises;

- applying to the Central Statistical Office (CSO) for a statistical identification number (REGON). Registration of a company by the Central Statistical Office takes 1-2 days and is free of charge;

- opening a bank account for the purpose of paying in the share capital of the company. According to Polish law, every business entity must have an account in a Polish bank. Banks usually open deposit accounts for companies in organization - such a deposit account is used to pay up the share capital. Subsequently, the account number must be presented to the tax office. The following documents will be required by most banks to open such an account:

- the articles of association or the statutes;
- specimen signatures of persons authorized to represent the company;
- certificate from the Central Statistical Office on the REGON number;
- copy of the application for registering the company in the National Court Register including the court’s stamp confirming the filling of the application (this document is usually required in order to transform the deposit account into a regular account).

The above list may vary depending on the bank chosen by the company. Further steps in settings up a company are:

- paying up the share capital for the company

- the entire initial capital (an in cash or in-kind contribution) in the case of a limited liability company, or at least 25% of the issued initial shares in the case of a joint-stock company;

- filing the application to the National Court Register for registration of the company (described in more detail below),

- filing an application for the purpose of registering the company with the tax office and obtaining a taxpayer identification number (NIP).

Registration of a company by the tax office usually takes approximately 1 month, after filing all the necessary documents.
The fee for obtaining a NIP number is PLN 150. Registration at the appropriate District Court requires the following documents for a limited liability company:

- a written application;
- the articles of association;
- a document appointing the members of the Management Board;
- the Management Board’s specimen signatures;
- a representation from all the members of the Management Board that the contributions to pay up all the shares in the initial capital have been made.

Registration of a company by the tax office usually takes approximately 1 month, after filing all the necessary documents.

The documents required from a joint-stock company are:

- a written application;
- the company’s statute;
- the notarial deed on the company formation and the acquisition of the stock;
- a representation from all the members of the Management Board that the contributions for the stock required by the statute have been made in accordance with the law;
- confirmation of payment for the stock from a bank or investment institution;
- a document appointing the members of the Management Board and Supervisory Board;
- specimen signatures of all members of the Management Board.

Registration of a company by the Registration Court usually takes approximately 3-4 weeks, after all of the necessary documents have been filled. The court fee for registration is currently PLN 1,000 and PLN 500 for obligatory publication of the incorporation in the Official Commercial and Legal Gazette. The time needed to fully establish and register a company is approximately 2 months. The cost is PLN 1,650, which is the registration fee, but does not include the funds needed to pay up the share capital in companies (PLN 50,000 for a limited liability company and limited joint-stock partnership, PLN 500,000 for a joint-stock company) and notarial fees for preparing the articles of association (with the exception of a civil partnership and a registered partnership, where a notarial deed is not required). A limited liability company and a joint-stock company become legal persons after obtaining their National Court Register number (KRS). However, all actions and agreements made by them before, as companies in organization, remain valid. Notary’s charges and taxes must be paid as well.

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Starting a business in Poland