Poland is a country located in Central Europe with a population of over 38 million people. It is the sixth most populous member state of the European Union and has a thriving economy. If you are interested in starting a business in Poland, you will need to know how to register a company in Poland with the relevant authorities. In this article, we will guide you through the process of registering a company in Poland.
In brief:
1. Sign the article of association
The first step in registering a company in Poland is to sign the article of association. This document outlines the rules, business sectors the company will be dealing in, and regulations of your company and must be signed by all shareholders before the notary. In fact, there is no need for shareholders to come to Poland as they can authorize a proxy to represent them during the signing of the articles of association.
2. Appoint the management board
You will need to appoint a management board for your company. The management board is responsible for managing the day-to-day operations of your business and requires at least of one person called a “member of the board” who more or less has the same function as a director in a Western company model. There is no restriction to board members/directors to have a Polish nationality, hence usually our clients decide to have a foreign director which is supported by a Polish proxy how represent a director in ongoing matters in Poland. It is worth remembering the management board/directors should have a correspondence address in Poland as it is required by law.
3. Deposit the share capital of the company
The next step is to deposit the share capital of your company into a bank account or in the case of small companies to hold the share capital in cash in the company. The minimum share capital required for a limited liability company (spółka z ograniczoną odpowiedzialnością) is PLN 5,000. This amount however is not sufficient for conducting a business on a wider scale hence it is suggested to consider the greater share capital, or to borrow the cash from the shareholders in a sufficient amount until the company starts business operationally and has influences on its bank account.
4. Get the company address
You also must care about the company address under which your company will be registered. Please note the virtual addresses are available in Poland, however, it is not something that the tax office likes. Hence in some cases, your VAT registration can be prolonged or even rejected if the tax office considers the business is not real due to the virtual office address and company business model. In case you do not want to have a real business address you can consider renting a coworking office, which from the tax office point of view is more reasonable for conducting a business. The above company address issues do not apply to the court registration (please see the next step) where the court does not care what type of company address you have chosen.
5. Apply for business registration
Once you have checked in the above steps, you can apply for business registration with the National Court Register (Krajowy Rejestr Sądowy). This registration requires filling in many forms and statements that we will be happy to prepare for you and submit on your behalf. Details for this will be shared with you once we will start the cooperation. The standard registration in the NCR shall take up to 30 days, however depending on the vacation periods and the court staff shortage we observe that in it usually takes more in 2023.
6. Obtain any necessary permit in Poland
Depending on the type of business you are starting, you may need to obtain additional permits or licenses from local or national authorities.
7. Obtain a KRS, REGION, NIP number, VAT/VAT-UE, ZUS registrations numbers
After registering your business with the National Court Register, you will receive a KRS number, which is your company’s registration number. At the same time, your company will be registered for the Central Statistical Office [CSO] (Główny Urząd Statystyczny [GUS] and obtain a REGON number, which is used for statistical purposes, as well as in the tax office where you will obtain a TIN/NIP number, which is your tax identification number. In case your company requires registration for VAT, VAT-UE, and Social Security (ZUS) will submit separate registrations for these purposes.
8. Open a bank account
Once your business is started you will need to open a bank account for your company to manage its finances. It is strongly suggested to have at least one bank account in Poland for the purpose of avoiding negative consequences of Polish tax law, where company expenses in certain amounts must be payable to a bank account that is announced to the tax office whitelist. Also in case of trading with some “sensitive goods” or provision of “sensitive services” you can be obliged to use a Split Payment Mechanism and possess a bank account in Poland.
9. Register with other mandatory authorities
Depending on your business activities, you may need to register with other mandatory authorities such as the Social Insurance Institution (Zakład Ubezpieczeń Społecznych), the National Health Fund (Narodowy Fundusz Zdrowia), State Fund for the Rehabilitation of the Disabled - PFRON (Państwowy Fundusz Rehabilitacji Osób Niepełnosprawnych) or other local or public entities.
Conclusion
Starting a business in Poland can be an exciting and rewarding experience. However, it is important to follow all legal requirements when registering your company. By following this step-by-step guide, you can ensure that you will know how to register a company in Poland and make it correctly and legally.
Last but not least
In case you are a Polish citizen or have a Polish PESEL number, you can open a company within a few days and you can make it online. We can help you also with this.
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