Entrepreneurs are increasingly considering the Polish state as a base for business development. Why do foreign citizens want to open a business in Poland? Most likely because the Polish laws are simple and clear, the government welcomes investment in the economy of the country, which is also in the European Union, and allows you to open your own business very quickly. A large market opens up before the entrepreneur in neighboring countries, between which there are almost no borders.
The Polish state is the sixth largest economy among the EU countries. The rapid development is due to stability, which attracts investors and businessmen from all countries, and especially from the former CIS countries. The process of registering a company in Poland does not take much time. It can be carried out both in a notary’s office and online through the S24 system.
Each of the methods has undeniable advantages and disadvantages that come from the goals of your enterprise. Before making decisions on the choice of registration method, it is important to analyze all options not only in terms of short-term costs, but also long-term ones.
Types of Companies in Poland
Distinguish between private enterprise and public partnerships. Partnerships can be opened by all foreigners, and an individual project by the person mentioned above. Partnerships have their own categories:
- Limited Liability Company.
- Limited Partnership.
- Joint stock.
A feature of a joint-stock partnership is that the owners of the shares do not receive an automatic right to legal employment. But the founders and co-founders have such rights.
Requirements for founders
Opening a company in Poland is not difficult, especially for citizens of the state or those with
EU citizenship. These are:
- EU residents and its citizens.
- The owners of the card have a steel stay.
- Pole card holders.
- Husband/wife of an EU citizen.
- Persons staying in Poland under the family reunification program.
It should be noted that citizens of Russia, Ukraine and Belarus who are not included in the above categories can open a business in Poland, but they will have to choose a certain form of ownership from a limited number.
Requirements for persons wishing to open a company in Poland:
- full age;
- a passport valid for at least 18 months from the date of registration;
- have experience in running a successful business.
The question of having experience in doing business is quite controversial, because there are no certain forms confirming the experience. And in some Voivodeships, such confirmation is not required at all, so this point needs to be clarified.
Step-by-step registration of LLC in Poland online
There are two relevant options for registering an LLC in Poland – through a notary and online. The latter option is very popular due to the quarantine restrictions imposed throughout the country. Many are wondering how to open a company in Poland online?
The first thing to do is to register a company in Poland in the system of the Ministry of Justice. Go to ems.ms.gov.pl/start .
Select Krajowy Rejestr Sadowy point Rejestracja spolki z oo z wykorzystaniem wzorca umowy (Registration of an LLC using a sample memorandum of association).
To log in, click on the Utworz konto button.
A page opens for entering the required data, all fields are required.
If everything is done correctly, then a letter will be sent to the specified address, in which it is necessary to confirm the registration of the company in Poland. To activate, click on the link “link aktywacyjny”.
Having passed the first stage, you can start creating a registration form for a Polish LLC. Log in to S24 and click on the link in the menu Moje przedsiebiorstwa (My businesses). A workspace will open for creating a Polish company registration form. To create a form, you must click Dodaj Przedszebjorstwo (Add a company).
After loading the page of the new enterprise, you need to fill in the following fields:
- Nazwa tworzonej spolki (nalezy podac bez przyrostka z forma prawna) – Name of the community (must be entered without the prefix of the form of doing business) – must be selected in advance and check if there is already such an existing one.
- Forma pravna – Legal form – select available from the list (in case of registration of an LLC, select SPOLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA).
- Opis – Description – you can leave the field empty, or summarize what the main direction of the company will be.
Click on the Zapisz button and proceed to the next step “Editing enterprise data”, located in the menu item Moj podmiot.
Filling in the primary data about the company
Enter the Wnioski menu item and click on the Nowy Wniosek button.
The system will offer to create one of three options for an electronic application. To create an enterprise, select the item: Wniosek o rejestracje podmiotu w rejestrze przedsiebiorcow – spolka z oo przy wykorzystaniu wzorca umowy (Registration of an LLC company using a sample memorandum of association).
The user is shown a list of documents that are necessary to create a company. Initially, three documents must be filled out:
To fill in the list of founders of a Polish company, select the Lista wspolnikow document and click Utworz (Create).
A window will appear and in the field Stawajacy (z umowy spolki) click the button Dodaj (Add).
In the list that appears, you need to fill in the information about the founders (but before that, each community member must register on the eMS website by creating their personal accounts according to the example above):
- We choose the status of the founder – an individual (osoba fizyczna) or a legal entity (osoba pravna).
- Imie pierwsze – The name of the founder, similar to what is written in the passport in Latin (mandatory field).
- Imie drugie – Second name, if any (optional).
- Nazwisko pierwszy czlon – Enter your last name, deducted from the passport.
- Nazwisko drugi czlon – Second surname, if any (optional).
- Identyfikator – An identity document, PESEL in the form of a personal number (only Polish citizens have) or Paszport (Passport) in the form of a passport. Select required.
- Numer dokumentu – indicate the series and number of the passport.
- Organ wydajacy dokument – indicate the number or designation of the authority that issued the passport.
- Kraj wystawienia – Country of issue – select from the list.
- Siedziba organu wydajacego dokument – The city where the passport was issued.
- Kraj – The country in which the applicant is a citizen and permanently resides must be selected from the list.
- Miejscowosc – The city where the applicant lives or is registered.
- Ulica – The street where the applicant lives or is registered.
- Nr Domu – House number.
- Nr Lokalu – Apartment number.
- Kod Pocztowy – Zip (postal) address of residence or registration.
- Poczta – Often the city of residence or registration is indicated.
After verifying the data, click Zapisz (Record).
After clicking on the record button, the new object will appear in the Stawajacy field (z umowy spolki). After creating objects for all founders, you need to fill in the fields:
- Wedlug stanu na dzien – As of the day – select the desired date, but not earlier than the date the data was entered.
- Wartosc nominalna kazdego udzialu – The nominal value of each share – must be a multiple of 50, so a value of 50 is recommended.
- And under the Udzialowcy block, click on the Dodaj button.
The “Dodawanie nowego rekordu” window will appear on the screen, where you need to select each of the founders from the list and enter the Number of shares / Liczba udzialow. Click on the Zapish button.
Having saved the proportion of shares, click on the tab or button “Subpisy” and go to the Electronic Signature window.
Creation of the Memorandum of Association
Next, a memorandum of association is created according to the template. To do this, in the Application list with Entity registration in the register of entrepreneurs – spolka z oo using the contract template выберите пункт Limited liability company agreement (нажав на кнопку Creator).
After opening a new window, you will need to follow 6 steps in sequence:
Step 1. Specify the founders of the Polish company and types of activities. Put in the appropriate field the date from which the company will be considered registered.
In paragraph number 3, indicate the city where the company will be opened. Next, in paragraph number 4, select the type of activity of the company.
Step 2. Indicate in paragraph No. 8 the shares in the authorized capital.
Step 3. Clause 10 defines the rules for sale and transfer to third parties. Clause 11 describes the formation of reserve and reserve capital.
Step 4. At this stage, designate the form of government. In paragraph No. 13, indicate the term of office of each of the governing bodies in years.
Step 5. The rules for representing the community and the composition of the board fit into paragraphs #14-15. Use the Dodaj button to enter the entire composition. If the functions of the board members will be represented by the founders, then you just need to select from the Wspolnicy tab who from the list will be the “Head of the Board / Prezes zarzadu”, and who will be the “Member of the Board / Czlonek zarzadu”. And click the “Zapisz” button.
If you need to add persons who are not founders to the board members, open the “Inna osoba” tab in the same window. After that, fill in all the required fields following the example of filling out information about the founders at the beginning of the article, only with the choice of a function, and click the “Zapisz” button.
Step 6. Dispositions of community obligations fit into paragraph #16-17. This is the last step after which click the “Zapisz” button. Electronic signatures themselves can be put immediately or after the creation of all documents, which we will consider in the next part of the instructions.
Contribution of authorized capital by the founders of a Polish company
To create the third mandatory document, at the initial stage of registering a company in Poland online, go to the “Documenty” tab and click on the “Nowy document” button.
You will see a list of available forms. Select Oswiadczenie o wniesieniu kapitalu and then click on the button at the top “Wybierz wzorzec dokumentu”.
It remains to set the date in the form that appears, which should not be older than the date of signing the memorandum of association.
Click on the “Zapisz” button and proceed to the next section “electronic signatures of created documents”. After creating the basic documents, all founders need to sign them with their electronic signatures.
Benefits of registering a company in Poland online
There are many advantages of registering a company in Poland online, especially in the light of recent events:
- Registration of a company in Poland can be done without leaving home.
- The duration of consideration of the application is from 48 hours to 10 days, unlike a notary, which can delay the procedure up to two months.
- No need to enlist the support of Polish partners.
- The ability to expand your business without unnecessary paperwork.
The physical registration of the company begins with the drafting of the association’s memorandum of association through the creation of a notarial deed in the form of an approved Umowy spółki and an act on the establishment of the community by the founders of the company.
This form of registration should be chosen by those who plan to:
- restrict in a special way the rights and opportunities of a number of founders;
- fix special conditions for the division of income or enterprise management;
- to participate not only in cash in the capital of the “spool”, but also in other tangible or intangible assets.
This is due to the fact that during electronic registration it is impossible to adjust the memorandum of association (aka the charter of the company) according to individual preferences – the choice is limited to several variations available on the website of the Ship Register.
The undoubted advantage of this method is the flexibility in creating the memorandum of association. Therefore, it is better for everyone who participates in serious investment projects, large-scale enterprises, as well as companies in which the main part of the founders do not know each other, to choose a notarial form of registration.
The physical registration of an enterprise consists of:
- drawing up a future memorandum of association with the help of experienced lawyers with translation both into Polish and into the native language of the founders, with a certified seal of a notarized sworn translator;
- gathering of founders at a notary in Poland with the presence of notary translators, if at least one of the founders does not understand the Polish language;
- certification of the constituent agreement (statute of the enterprise) in the form of a notarial deed in the presence of the founders or their authorized representatives;
- drawing up a notarial deed on the creation of a limited liability company;
- payment for notary services and fees depending on the size of the authorized capital;
- filling out registration forms that need to be printed and signed by the founders;
- payment of a fee in the District Court before the physical filing of documents for registration;
- submission of registration documents to the inspector;
- payment of PCC tax, taking into account the size of the authorized capital and registration with the tax office.
What are the disadvantages of this form?
Physical registration takes three steps longer than electronic registration. Also:
- registration time can take up to two months, unlike electronic, which, if the forms are correctly filled out, lasts 5 days;
- filling out forms will require special knowledge and experience, since, unlike electronic forms, physical ones are not entirely intuitive, and it is much easier to make a critical mistake in them.
Expenses to Register a Company in Poland
The main expenses consist of:
- payment of PCC tax upon contribution of authorized capital (including in non-monetary form);
- payment of the fee when submitting documents to the KRS (Ship Register);
- payment for work and fees for notarial deeds and statements;
- possible costs for sworn translations if there are foreigners among the founders who do not speak Polish;
- time costs.
How to prepare for registration?
What do we need to have on hand to get started? When registering an LLC, you must also provide:
- Amounts payable, in the case of a minimum authorized capital, a minimum of 500 euros will be required.
- Company agreement (or memorandum of association if it is a single sp. z oo). The contract must be in the form of a notarial deed. The agreement must determine the location of the company, the subject of activity, the amount of the authorized capital, whether the partner can have more than one contribution, as well as the number and nominal value of the shares.
- A statement by all members of the board that the contributions to cover the authorized capital have been fully paid.
- Evidence of the appointment of individual members of the firm’s management bodies.
- List of founders with indication of surnames and names or company (name), as well as the number and par value of shares of each of them.
- Surnames, names and addresses of board members.
- Surname, name or legal address of the sole participant (if any) – this condition applies only to sole proprietorships with limited liability.
- Statement of consent of persons authorized to represent the interests of a legal entity, liquidators and procurators, trustees to perform the necessary functions.
- When concluding an agreement and submitting documents to the court by an authorized person, the presence of a power of attorney, including, if the founder is a foreigner, a notarized translated power of attorney drawn up in the native language of the founder.
- If the founders are foreigners, the presence of a notarized sworn translation of all documents into the language of the founder in the form of copies.
- Make sure that you have additional certificates and permits, if any, for the selected activities (for example, if you have a real estate-related activity in your PKD and you are a foreigner, you need to obtain a police clearance certificate).
Having a set of documents (in originals or notarized copies), as well as evidence of court payment and an announcement in the Judicial and Economic Monitor, you can proceed with the registration of the company.
You do this in court at the legal place of registration of the company. The application must be submitted on the official KRS-W3 form. The folded application form must be completed in Polish, legibly, on a computer or by hand in large block letters.
The application must be accompanied by:
- If the company has subsidiaries, please complete the KRS-WA Subdivisions.
- If the company was formed as a result of a merger, division or transformation, it is necessary to complete the KRS-WH form Formation of a legal entity.
- To enter the data of the participants to be entered in the register, it is necessary to fill out the KRS-VO “Partners of a Limited Liability Company” application.
- To enter information about the authorized body for representing the company and the persons included in its composition and the method of representation, it is necessary to fill out the KRS-WK application “Legal entity/partners are authorized to represent the company”.
- If the company has a procurator and a trustee, it is necessary to fill out the KRS-WL application “Procurist, representative of a cooperative, state enterprise, research institute”. With the consent of all members of the board of directors of the company, a representative can be appointed, and the right to appeal is granted to each member of the board of directors.
- To enter an object of entrepreneurial activity, you need to fill out the KRS-WM application “Subject of activity”. Remember that it is desirable that the PKD numbers intersect with the subject of activity specified in the company’s charter. The number of declared CPC numbers of entrepreneurial activity cannot be more than ten positions.
Do I need to register a company in GUS, ZUS and US?
You do not need to apply for registration with the GUS, Social Security notice of a premium payer, or filing with the IRS as a NIP taxpayer.
There is also no obligation to provide a copy of the document confirming the right to use the premises or real estate. It may be needed only when registering the NIP 8 document with the tax office.
The data that is submitted to the district court along with the application for inclusion in the KRS is also included in the relevant official registers. Together with the court decision on registration with KRS, you also receive a certificate of assignment of the NIP i REGON number.
How long does it take to Register a Company in Poland?
Preparation may take from 2 weeks to 2 months. Usually this period is spent on translations of powers of attorney, drawing up a unique memorandum of association, obtaining any additional certificates and permits if the company plans to engage in certain types of activities.
The process itself, from the moment of drawing up a notarial deed, submitting documents to the KRS and making an entry in the register of entrepreneurs, takes no more than two weeks.
The appearance of an entry in the register means that you have every right to consider your Polish company as valid. Now you can conclude contracts and conduct business activities. After that, you will need up to two more weeks to settle administrative matters, such as opening an account, finding an accountant, as well as completing registration with the tax, ZUS or customs.
Remember that the time from the creation of the company to its registration cannot exceed 6 months (after this period, the company is subject to liquidation).
If, after registration, changes occur in the company that require notification (for example, a change in location), a petition on this issue must be submitted no later than within 7 days from the date of occurrence of this circumstance.
Mistakes to Avoid while You Register a Company in Poland
Whether you are registering a company in the traditional way, or using the S24 system online, the most problems arise just when filling out all the documents and forms. Something can immediately prevent you from registering a company, something (for example, spelling mistakes in a name or address) can create serious problems for you later – which often cannot be solved quickly, but they come up just in case of urgency.
Very carefully check and double-check all documents, data and values that you submit to government agencies. Let’s consider the most critical errors that occur most often and create a lot of problems. In practice, there are many more.
The name of the company already exists in the register or does not match the types of activities
The name of a Polish company cannot be misleading about your activities. Some language, such as “bank”, is prohibited and cannot be used unless the firm is a bank in substance or activity.
The court may also refuse registration if your company name is very similar to competitors engaged in the same activities that you identified in your application. This also applies to geographic coincidence and the intersection of areas of activity.
How to check if there is a risk of falling under this restriction? Use a Google search for the name you are interested in with the prefix PL. Or check the name in the KRS and CEIDG database.
Branch of the District Court (KRS)
Forms and application for entering the company in the Ship Register (KRS) must be submitted to the District Court branch, depending on the place of registration of your company. Very often, documents are submitted to the wrong branch. In order not to be mistaken, check on the website of the required branch of the District Court whether the address of registration of the company belongs to the territory of its influence.
Mistakes in company name
In the field where you need to enter a fictitious company name, you do not need to add an organizational and legal form. If the company has branches, the name must contain the wording: “[company name] Branch office in [city]”.
Errors in the personal data of the founders or members of the board
When entering the personal data of shareholders and members of the board of directors, make sure that they are complete and entered without errors. Pay special attention to the addresses, and for legal entities – their registration numbers. For individuals with two names, remember to enter the second name.
Violation of registration deadlines
Follow the deadlines! Remember that the time from the conclusion of the company’s contract in the S24 system to send the application cannot exceed 7 days.
Signing the memorandum of association in violation of the rules of “reprezentacji”
When signing an agreement in the S24 system, one important limitation should be remembered: if one of the founders of the newly created enterprise is a member of the boards of directors of a legal entity that will also be a shareholder of the new community, he does not have the right to represent the interests of the founder’s company.
By signing, even in the form of an electronic signature Umowe spółki with this fact, the registration of the community will be called invalid.
Incorrect date of drawing up the company agreement indicated in the form
Remember that the date of creation of the memorandum of association is the date of the last signature of the last founder. Therefore, due to this trifle, very often when filling out documents, the dates of the establishment of the enterprise itself and Umowe spółki do not match. In practice, this error may not be noticed, but if the inspector finds it, your registration will be canceled. And all the way will have to go again.
Lack of additional certificates and compliance with the requirements for conducting the selected activity
When choosing certain types of activities, you need to make sure that there are no obligations for them regarding certain permits, certificates or documents. For example, choosing one PKD activity related to real estate, and being a foreigner, you will need to obtain a certificate of no criminal record from the Ministry of Internal Affairs of Poland.
This certificate must then be submitted together with the KRS forms to the District Court. In the absence of a certificate, registration will be suspended. This is one example, in practice there are similar requirements for other PKDs.
An Expired or Incorrectly Drawn Up Power of Attorney
If you use a trusted person to create a company, this problem may be quite relevant to you.
When registering electronically, there is no need to attach a copy of the power of attorney, however, in the application being made, it is necessary to refer to the data identifying it and determining the grounds for the validity of such a document.
If the power of attorney is represented by a legal entity that is a shareholder of the company being created, then in this case a document confirming the right to act independently on behalf of the legal entity will be sufficient.
This may be an order of the boards of directors or founders, or those persons whom the founders have authorized to issue such powers of attorney in Umowe spółki. These data must be specified when registering a new company in the S24 system. Because if, according to the charter of the community, a representative cannot represent the company of the creator (for example, due to the fact that the person who issued the power of attorney did not have the right to do this based on the memorandum of association), then the inspector will check this when registering documents. And if a violation is detected, the registration will be suspended.
A trustee can also be a professional lawyer, lawyer or representative of a company providing professional services in this area. An individual, if he is not in permanent economic or family relations with the principal (for example, the trustee can work for the principal or be his representative on a permanent basis), cannot represent the interests of the founders in this process.
The authorized representative, when submitting an application and registering a company in the S24 system, indicates the fact of issuing a power of attorney with the definition of the entity that issued it, the person or persons who are principals, the date of issue of the power of attorney, its validity period. The statement of the representative is attached to the document to which they refer, in the form of a copy.
Member of the Board entered in the Register of Court Proceedings
Before registering, it is worth checking whether none of the members of the board of directors is registered in the National Register of Court Proceedings (Krajowym Rejestrze Karnym) as a participant in an administrative or criminal case in the person of the defendants or the accused. You can check this online or traditionally when applying.
If before that you did business in Poland, then the probability of getting into such a register always exists. It can be an unpaid bill, overdue debts, or something else that seems insignificant at first glance, but you don’t know.
These cases occur all the time, for example, on the condition that you have an open contract for the use of cable television, which you have not broken, and for which a penalty has been charged. If at the same time the old phone number and address were indicated in the contract, respectively, you did not receive any notifications.
The contracting company may automatically sue you. And thus, without knowing it, you or your legal entity can get into the register. This immediately limits the possibility of registering an enterprise.
Lack of additional documents from the foreign company of the founder
If one of the founders is a foreign legal entity, then during registration it is necessary to provide an extract from the national ship registry of the shareholder company, the charter and key documents regulating the activities of the founder with an apostille and a notarized translation of these documents.
It must be clear from the data contained who is entitled to represent the company, whether independent or trusted. In what cases is the decision of the meeting of directors or founders necessary? For example, a clear clause should be spelled out when, who and under what circumstances can take part in the creation of other entities by this legal entity.
If the company is registered by a trustee, then the power of attorney for him, together with the above documents, must be submitted in the form of a notarial deed with a sworn translation into Polish.
If the legal entity founder is a foreign LLC, while it is the sole founder in the newly created Polish company, then a document will also be required from which it follows that the foreign legal entity is not the sole owner of the limited liability company (spółka z oo cannot be created by another company limited liability company with a sole founder, an individual).
As a result of registering a Polish company, you get:
- Registration number in the ship register – KRS.
- The company’s static number is REGON.
- Individual tax number – NIP.
- Registration at customs – EORI.
- VAT payer certificate.
- Registration in ZUS.
- Open bank account and company seal.
- Free legal and practical advice.
We understand that this is difficult for you that’s why we offer you our expert advise, documentation and registration to register your company in Poland. Contact us for more information and help.