Registration of a company by a foreigner in Poland

Establishing and running a business or purchase of a ready-made company by foreigners in Poland are not problematic, especially for citizens of EU Member States, the easiest solution for them is to register or purchase a limited liability company.

The registration of a company by a person from outside the European Union requires a slightly more formality and time. Basically, however, every foreigner can conduct business activity within the territory of the Republic of Poland without major obstacles.

The rules of establishing capital companies and partnerships as well as running a sole proprietorship by foreigners are regulated by the provisions of the Act on the rules of participation of foreign entrepreneurs and other foreign persons in the economic trade on the territory of Poland and the Act on the Central Register and Information on Economic Activity.

Registration of a company in Poland – what requirements?

Registration of business activities and companies by foreigners who are citizens of Member States of

• European Union or,
• The European Economic Area,
• and the countries enjoying the right of establishment under agreements concluded with the European Union and its Member States,

is carried out under the same rules as in the case of persons holding Polish citizenship (List of EU and EFTA countries).

The situation is different if the person registering the company is a citizen of a country other than an EU or EFTA Member State. This requires holding one of the following documents:

• permanent residence permit in the Republic of Poland or the residence of a long-term EU resident,
• temporary residence permits related to:
  • reunification with a family legally residing in Poland,
  • studying in higher education institutions,
  • exercising economic activity on the basis of an entry in the CEIDG,
  • being married to a Polish citizen residing in Poland,
• a residence permit on humanitarian grounds,
• tolerated residence permit,
• the refugee status,
• a valid Card of the Pole,
• subsidiary or temporary protection.

Other foreigners who do not meet the above requirements may also conduct business within the territory of Poland – they must register a capital company or a partnership in Poland and run it, but only in the form of:

• a limited liability company,
• a limited partnership,
• a limited joint-stock partnership,
• a joint stock company.

Foreigners may also purchase shares of the above-mentioned companies and enter these companies, but only if international agreements do not provide otherwise.

Learn more: Who may become a shareholder in a limited liability company?

Registration of companies and partnerships – where and in what form?

Capital companies and partnerships require registration in the National Court Register (KRS). The relevant registration forms can be conveniently downloaded online. However, it should be noted that the registration application must be accompanied by a statement on having the status of a foreigner. It constitutes a part of the main application form for entry into the National Court Register and is supplemented by the foreigner’s declaration on remaining the owner or perpetual usufructuary of properties located within the territory of Poland.

Furthermore, capital companies and partnerships have different legal forms. The way in which they are established also vary. Most of them require establishing by way of an agreement in the form of a notarial deed, with the exception of establishing a general partnership, which can be created through a written agreement, under the pain of nullity.

Companies can also be established online through the S24 system. This allows using a standard agreement template. Details on the establishment and operating conditions of all companies and partnerships can be found in the table Comparison of companies, and the issues related to contributions to companies share capitals are addressed in a separate article.

Buying a ready-made capital company is a frequently chosen and convenient way for a foreigner to have their own businesses in Poland. This solution has many advantages and benefits, among others, it allows to save time and money and relieves foreigners from the obligation to fulfil a number of stressful formalities, which will be taken care of by a reputable company selling ready-made companies.

Establishing companies in Poland – taxation and social security contributions

Registering and running business in Poland by a foreigner entails the need to familiarize oneself with the issues of taxation and ZUS contributions.

Persons who have the registered office of a company or management board within the territory of Poland and stay in Poland for more than 183 days a year are subject to the so-called tax residence rule, according to which they are obliged to pay taxes on their total income, regardless of the place where it is earned.

On the other hand, the so-called non-residents are subject to a limited tax obligation. In practice, this means that double taxation treaties are applied and the tax must be paid only on revenues and income earned within the territory of Poland.

The issues of paying social security contributions are governed by a separate rule according to which a person can only be insured in one country. This means that:

• a foreigner is subject to the obligation of ZUS in Poland if he conducts business activity exclusively in the territory of Poland,
• the obligation to pay ZUS contributions in Poland does not exist if cross-border services are provided,
• when companies are located in several countries, the country where the contributions are paid is the country:
  • of permanent residence and at the same time the place where a substantial part of the activity is carried out,
  • in which a substantial part of the activities is carried out and where the company’s main business is located, but which is not the place of permanent residence.