Company registration is the process of formalizing the status of a legal entity in accordance with the laws of a certain country. During this process, the company is officially recognized as a legal entity with its own legal capacity.
To receive this status, it is necessary to provide certain documentation and fulfill the requirements established by the state authorities. Due to registration, the entity is able to conduct commercial activities, conclude contracts, participate in court proceedings and perform other legally significant actions.
If you plan to start a business in Europe, Poland is an excellent choice for registering your company. The Manimama team has conducted in-depth research, analyzed the main subtleties of incorporating in Poland, and is ready to share its results and help you choose the right jurisdiction.
What are the main advantages of incorporating a company (business) in Poland?
1. Access to the single European market:
Poland’s membership in the European Union grants businesses access to a vast market of over 500 million consumers. This provides unique opportunities for business expansion, including tariff-free trade, the free movement of goods and services, and simplified entry into international markets. Additionally, Polish businesses can benefit from various EU support programs, grants, and investment opportunities.
2. Stable economy:
Poland boasts a consistently growing economy, reflected in steady GDP growth and low inflation rates. This economic stability is a crucial factor for investors, as it minimizes risks and ensures a predictable business environment. The Polish government supports small and medium-sized enterprises through favorable loan conditions and incentive programs.
3. Ease of business registration:
Registering a company in Poland is one of the simplest processes in Europe. Thanks to online registration options, establishing a business typically takes just one to two weeks. Foreign entrepreneurs can set up a company without needing a physical presence in the country, significantly reducing costs and logistical challenges.
4. Advanced infrastructure:
Poland offers a well-developed infrastructure, including an extensive transport network, international airports, seaports, and railways. These features enable the efficient movement of goods within the country and beyond its borders. The availability of high-quality office spaces and industrial facilities further enhances Poland’s appeal to investors across various industries.
5. Highly educated workers:
Poland is home to skilled workers, with many professionals proficient in foreign languages, particularly English. This facilitates smooth communication with international partners and clients. Moreover, the country’s higher education system produces specialists in high-demand fields such as IT, engineering, and finance, ensuring access to top-tier talent.
6. Stable political system and legal environment:
Poland has a stable political system that ensures transparent and predictable conditions for conducting business. The country’s legal framework effectively protects property rights and enforces contracts. For entrepreneurs, this fosters trust in the system and provides confidence in long-term investments.
How to register a company in Poland and what are the main requirements for such registration?
Step 1. Initial setup
- Initiating a preliminary project assessment, assessing risks, choosing the type of company, preparing the necessary documents and obtaining the necessary permits, determining the time frame, budget, and resources required to complete the process.
- KYC collection and business description.
- Preparation and filing of the package of documents.
Step 2. Company registration
- Choosing a preferred company name.
- Opening a company account for the formation of authorized capital.
- Applying for company registration via the S24 system (must be accompanied by a complete set of self-prepared attachments in PDF format).
- Entry of company data into the Polish Company Register (The National Court Register – KRS).
Requirements for registering a company in Poland on the example of a Limited Liability Company (LLC) / Spółka z ograniczona odpowiedzialnością (Sp. z o.o.):
- Shareholders: the company must have a minimum of 1 shareholder. Shareholders can be individuals or legal entities, regardless of citizenship and location.
- Director: the company must have a minimum one director. Directors can be composed entirely of non-residents.
- Company secretary: the legislator does not require, if desired.
- Minimum share capital: PLN 5,000 (~ €1,100). The share capital can be covered by monetary or non-monetary contributions (in-kind contributions, e.g. ownership of the movable or immovable property).
- Legal address: a local address is required. But the company may be registered at a virtual address.
- Liability: shareholders are only liable to the extent of the invested capital.
- Accounting: all companies must submit financial statements once a year to KRS. Additionally, companies that surpass any two of the following criteria for two years in a row are subject to audit: net income exceeds €5,000,000 per year; asset value exceeds €2,500,000; more than 50 employees. VAT registered companies also file monthly tax returns.
What do you have to know about taxes when registering a company in Poland?
Corporate income tax (CIT):
- Non-residents pay CIT only on local income, residents – on global income.
- The standard rate is 19%.
- Nevertheless, small companies (so-called small taxpayers) can benefit from a reduced 9% income tax, provided that their income does not exceed €2 million during the tax year.
- If a company’s activities relate to intellectual property, income from such activities may be taxed at the rate of 5%.
Companies that do not pay dividends and reinvest profits do not need to pay income tax (i.e. 0% tax) if they fulfill specific criteria. This is the so called Estonian CIT, which you can take advantage of if, for example:
- you are not a credit or financial institution;
- your shareholders are individuals only;
- you derive your income mainly from activities (not from passive income);
- you have filed a notification with the competent tax authority;
- you do not operate in a special economic zone;
- you employ more than 3 full-time employees;
- you do not prepare financial statements in accordance with IFRS.
Personal income tax (PIT):
- Individuals who are residents for tax purposes in Poland are taxable on their worldwide income.
- The tax rates are: annual taxable income up to PLN 120,000 (approx. €28,000) is taxed at 12%; annual taxable income above PLN 120,000 (approx. €28,000) taxed at 32%.
Value-added tax (VAT):
- The standard rate is 23%.
- Reduced rates are 8% (e.g. healthcare products, admissions to cultural, sporting and recreational events and hotels), 5% (e.g. some basic foodstuffs and books), 0% (export of goods and services).
- The threshold for compulsory VAT registration for a taxable person with a registered office, place of business or permanent establishment in Poland is a turnover of PLN 200,000 (approx. €46,000) reached during the previous 12 consecutive months.
For readers
Manimama provides assistance in choosing the right jurisdiction for company incorporation and in registering a business specifically in Poland. We have a good understanding of the tax and legal peculiarities of specific jurisdictions, which helps our clients make an informed choice based on their unique needs and development strategies. In our work, we take into account factors affecting the business environment, such as the level of competition, access to financial and human resources, as well as opportunities for further growth and development in different jurisdictions.
By choosing our company formation service in Poland, you are working with a law firm that values integrity, competence, and client satisfaction. Let us help you set up a company in Poland and pave the way for your business success!
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The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation.