Establishment and Conducting Business Activity: Information and Assistance

Please find below initial information concerning the available forms of conducting business activity in Poland and a brief description of registration procedures of the limited liability company.

Forms of activity available for foreigners
Polish law allows domestic and foreign enterprises to operate under a wide variety of legal forms. Besides the limited liability company, which is probably the most attractive legal vehicle for foreign investors to conduct business in Poland, there are a number of other forms of business organizations. The Polish Commercial Companies Code (CCC) sets forth six forms of commercial association as follows:

  • general partnership
  • limited partnership
  • professional partnership
  • limited joint-stock partnership
  • limited liability company
  • joint-stock company

Additionally to the provisions of the Polish CCC business activity can be conducted in form of:

  • sole proprietorship
  • civil law partnership
  • branch
  • representative office

However, with regard to foreigners there is a distinction between investors from the European Union (EU) and the European Economic Area (EEA) and the third countries. Conducting business by naturals or legal persons from the EU and EEA is free under the same conditions and rules as for Polish individuals or companies. Such a foreign entity may choose any legal form for its business activity in Poland.

Citizens of states outside the European Union and the European Economic Area, not granted with a permanent residency status, can conduct business activity in Poland in form of:

  • limited partnership
  • limited joint-stock partnership
  • limited liability company
  • joint-stock company

Nevertheless, such business entities founded in Poland in accordance with the polish law may conduct business in Poland without any restriction, based on the same rules as Polish companies. Thus, there are no restrictions related to the source of capital and, consequently during its performance, no administrative permit can be applied for by virtue of the mother company being the source of capital.

Registration of an individual business activity is the easiest and fastest way of becoming an entrepreneur. It is enough to file an application to the central registry – online or personally in the district office – and register for value added tax (VAT), if necessary. There are no requirements concerning initial capital.

Formation of a limited liability company in Poland
Please see below a brief description of formation of a limited liability company – most often chosen by foreign investors despite the requirement of full bookkeeping, other formalities and double taxation.

  • Drafting the Articles of Association

Articles of Association (AA) form the limited liability company (the company) and are in fact an agreement between the shareholders, determining:

  • the name and seat of the company,
  • subject and scope of its activity (in detail and in accordance with the Polish classification regulation),
  • amount of the share capital,
  • share held in the capital by each of the shareholders,
  • bodies of the company and their functions
  • other details crucial for operation of the company.

AA must be drafted in Polish, in accordance with the regulations of Polish Commercial Companies Code.

  • Notarial deed

The AA should be concluded in a form of a notarial deed – it is signed by the shareholders before the Polish notary public. The shareholders can sign the AA by a proxy, to whom they grant a power of attorney.

Formation of the company requires also: appointment of the members of the first management board (usually in the AA), investment of the share capital, other documents necessary for registration.

The cost of the notarial deed, other documents and their certified copies consists of a fixed fee and fee calculated as a percentage of the share capital.

The Civil Law Activity Tax amounting to 0,5% of the share capital is also charged upon conclusion of the AA before the notary public.

  • Court registration

The notarised Articles of Association are filed to the National Registry Court along with forms and other documents. The cost of the registration procedure is PLN 1000, additionally – PLN 500 for publication in the official court journal. The registration should take approximately one month – from the day of filing of complete and accurate documents in the court.

  • Other procedures

The company is subject to registration in the Main Statistical Office and obtains REGON number. The procedure lasts 7 days.

Opening of a bank account is also necessary for the operation of the company.

After registration, the company – as a newly formed legal person – shall register with the Polish tax authorities in order to obtain tax identification number (NIP). Please note that registration requires also a proof of legal title to the premises where the company will operate (for example rental agreement).

The company should also register as a Value Added Tax payer – the cost thereof amounts to PLN 170. Each registration procedure takes one month, however they can be conducted simultaneously.

These registration procedures can be conducted by the company (e.g. Board member – in accordance with the determined method of representation) or by a proxy.