Company formation in Poland. How to start running a business?

Company formation in Poland is a process which consists of a few steps requiring some time and effort. This process also known as company registration or incorporation of a business, but no matter how it is called, it constitutes the easy and transparent way to start a new enterprise.

The process of a company formation in Poland – what does it exactly mean?

Company formation is the formalised process but it all starts with choosing the most suitable form of conducting business activity and the place in which a company is to be registered. Poland belongs to the European Union and Polish market is open to foreign entrepreneurs. Running a business in this country is not extremely complicated and there is a variety of business forms which can be chosen.

In Poland the most popular form of running business is a limited liability company (in Polish – spółka z ograniczoną odpowiedzialnością). By the end of September 2021, there were 39 709 entities registered in the register of entrepreneurs – National Court Register (KRS), and most of these were limited liability companies – 90,62%. The popularity of this form of business stems from the fact that it has many advantages, for example a limited liability company (sp. z o.o.) can be set up by one person and generally shareholders have no personal proprietary liability for the company’s obligations.

Learn more: How to set up a limited liability company in Poland?

When the form of business activity is chosen and there is the decision to incorporate a limited liability company, there is  time to start the process and register a company. In Poland incorporation of a company is done by making the entry of a new entity into the KRS (National Court Register).

However, before registration a company electronically, there aremore steps to be done. The future entrepreneur, inter alia, has to gather suitable documentation. However, there is also another possibility of becoming an owner of a business – buying a ready – made shelf company – a quick and easy way especially recommended for foreigners who plan to start business operations on the Polish market.

Learn more: Registration of a company by a foreigner in Poland

What documents are required for formation of a limited liability company in Poland?

Formation of a company in Poland, more precisely the registration of a company, such as “spółka z o.o.”, in court and tax office and obtaining active bank account takes usually about 2 months. There are two ways of establishing a limited liability company: electronically through s-24 system  (with standard simple articles of association) or electronically through signing standard articles of association in front of the notary via court PRS Court Registers Portal (second option is more popular). Signing of the articles of association) in front of the notary and gathering the financial capital is the first step when we establish a company via court PRS portal So, let`s take a look what one must do before the company will be incorporated.

Every company must also have its own name. It is recommended to choose a company name which is easy to remember and simple and what is also very important it cannot be already used by anyone else. When the name is chosen, it is high time to prepare the articles of association. To do this, it is best to go to the notary public office in Poland or to take advantage of the assistance of My Legal Store experts (without actual presence in Poland). We will provide the investor with full legal assistance in formation a company in Poland or recommend to buy ready – made shelf company from us.

In Poland there is no one standardized model of the Articles of Association of the Company available but this document defines the purposes of a company, the responsibilities of the directors, the way the company will be managed and which regulations will specify for its operations. The list of provisions may be different for various companies but there are some which are obligatory. Mandatory provisions cover the issues such as the company name, place in which it is seated, the scope of its operations, the initial capital gathered (minimal capital for limited liability company in Poland is PLN 5.000 – about EUR 1.100 )the number of shares owned by shareholders and the nominal value of shares taken up by the shareholders.

Company formation – registration of a new entity in Poland in the KRS

Formation of a limited liability company in Poland requires, as stated above, several steps to be taken by a future entrepreneur. One of these is the registration of a company in the National Court Register (KRS – Krajowy Rejestr Sądowy). Below we explain how to do it.

The procedure of registration a company in the KRS can be done only electronically (according to the new regulations in force since 1 July 2021). The form to apply for the entry into KRS is available on the Court Registers Portal (Polish – Portal Rejestrów Sądowych), but the foreigners not speaking Polish may have problems as this website is available in Polish only.

The procedure of submitting the application for an entry also may constitute a problem for foreigners, as they may need assistance of a Polish translator. It is due to the fact that  the application has to be submitted in Polish. Moreover, in order to apply for an entry, one needs also an electronic qualified signature or trusted E-puap profile. It is  recommended to consult our experts or buy a ready-made company on My Legal Store website to avoid not only the above-mentioned problems, but also others which may occur during the process of company incorporation.

The application to KRS must also be accompanied by various documents (apart from Articles of Association), and when using the Court Registers Portal, one has to attach the following ones:

• a declaration of all the members of the management board stating that the contributions have been paid in full by all the partners,
• a list of shareholders,
• address for delivery of the members of the company bodies and persons entitled to appoint the management board,
• document confirming the appointment of the members of the company’s bodies, if not stated in the notarial deed containing the articles of association,
• declaration of the members of the management board or proxies expressing their consent to be appointed,
• court fee

Formation of a company in Poland – what to do after registration?

Once the process of registration of accompany in Poland in Polish National Court Register is completed and the new entity has its own KRS number, it needs to be registered to the Central Register of Beneficial Owners (CRBR) within 7 working days and to the Social Insurance Institution (ZUS) if the company is going to hire employees and if the entity is going to be a VAT payer, it is also necessary to submit an application to the tax office for VAT/VAT EU registration.

Sounds complicated? If yes, My Legal Store experts may help you to fulfill all these obligations and if one decides to buy a shelf company in Poland on My Legal Store website, one can also benefit from a wide range of services which cover such requirements and many, many more. These services are tailor-made and of highest quality, so as a future entrepreneur may concentrate only on his/her new business and its growth.

To sum up, registration, incorporation of a company in Poland by a foreigner takes usually several weeks and requires gathering a lot of documents and applications. The administrative cost of company formation, is not high and an investor who wants to start a limited liability company has to remember to gather the minimal initial capital (PLN 5 000).

What may constitute a problem when setting up a new business in Poland is the language barrier and the fact that the process of company formation in Poland is quite formalized so one may need assistance of a lawyer and a sworn translator. Once the limited liability company is registered in the KRS, it becomes a legal entity with full legal personality and it is ready to start trading, but you need to remember that a company will need services covering tax advisory, accounting services, legal services, HR or even IT ones.

Check also My Legal Store company set up services or buy there a ready-made company in Poland.

Learn more and find out Who may become a shareholder in a limited liability company?