How to register a limited liability company in Poland

Hi, I am Adam Ratajczak the founder and CEO of Restruktor sp. z o.o. (Restruktor LLC). I am a lawyer and restructuring advisor. I have huge experience of registering companies in Poland.

I decided to write this article because many foreigner entrepreneurs ask me to help them with registration company in Poland. I hope that this article will help all those who are considering registering a company in Poland.

Why LLC?

The limited liability company is the most popular commercial company in Poland. It has its own legal personality and shareholders which are not liable for the company’s obligations.

Minimal capital of the company is PLN 5,000 (c.a. EUR 1,200) so it’s very easy to open the LLC.

It may be established by one or more shareholders, but usually I recommend to open company by at last two shareholders. The sole shareholder must pay insurance contributions as same as a sole trader and every agreement between the company and the sole shareholder who is also the sole member of management board must be signed at the notary’s office and reported to the registry court.

Founders may be either natural persons or legal persons, regardless of their nationality. 100% of the shares can be own by foreigners.

Company is represented by its management board. There must be at least one member of the management board. Management board member does not have to be a shareholder.

Limited liability

Shareholders are not liable for the company’s obligations. They only risk their contributions.

Members of the management board are liable for the company’s obligations, but they may release themself from liability if they prove that a petition for bankruptcy was filed or composition proceedings were instituted in due time.

So it is important for members of the management board to have good accounting office that analyses the company’s financial situation.

Taxation

The limited liability company is a taxpayer of CIT (corporate income tax) and VAT (value added tax).

The company pays CIT at 19% of income or 9% of income in the case of small companies (with annual gross sales up to EUR 1.2 million or start-ups).

The company is a VAT payer, but the companies whose sales revenues in the previous tax year did not exceed PLN 200,000 have the option of benefiting from a VAT exemption. Consult your accountant or tax advisor if your company must be a VAT payer.

National Court Registry

Companies in Poland are registered in two registries of entrepreneurs :

• CEIDG — for natural persons who are sole traders
• KRS (Krajowy Rejestr Sądowy — National Court Registry) — for commercial companies and other entities (also LLC)

The National Court Registry (KRS) is available by the internet at the website: https://ekrs.ms.gov.pl/web/wyszukiwarka-krs.

You can find there any registered company by its name, KRS number, TAX number or locality. You should check the Przedsiębiorcy (Entrepreneurs) option.

You can find all actual and historical information about the company.

How to open an LLC in Poland?

There are two ways. The first traditional and second electronic.

When You open company traditionally, the Articles of Association must be sign in the notary’s office. All shareholders must be present personally or be represented by proxy who has a notarized Power of Attorney.

In that step shareholders also appoint the management board. Next members of the management board have to sign additional documents and submit an application for company registration to court.

If all required documents are correct, the court enters the company in the National Court Register. It usually takes about 7 days.

In electronic way all steps are able to take by the internet. But all shareholders and members of the management board must have electronic signature. It can be a qualified electronic signature or a signature confirmed by a trusted profile (ePUAP) that allows confirming identity in electronic contacts with polish administration. After signing the application, it takes about 1–2 working days to get the company entry in the register.

The electronic registration is cheaper, but has its limitations, so it will not always be possible to use this option. You must use a simple Articles of Association template and you can only make cash contributions. So when You want to create your individual Articles of Association, You have to chose traditional way.

After the court registration You also must fill additional documents to tax office and register the company as a VAT payer.

Electronic signature

The electronic system of company registration supports qualified electronic signatures issued for a natural person that comply with the European eIDAS regulation. The system supports signatures issued for the following documents:

• PNO — for identification based on personal number (in Poland it is this same as PESEL),
• IDC — for identification based on identity card number,
• PAS — for identification based on passport number,
• TIN — for identification based on tax identification number (new — in Poland it is NIP),
• TAX — for identification based on tax identification number (old).

You also can set up ePUAP trusted profile, but firstly You should set up PESEL — polish personal number. Both of them (ePUAP trusted profile and PESEL number) are free and can be set up by foreigners.

Electronic signature and financial statements

There are new regulations about financial statements in Poland. Since October 2018, all financial statements must be drawn up in an electronic version (xml) and signed electronically.

It is important to the management board to have at least one member with a PESEL number. Only such person can send financial statements to a repository of financial documents.

So if you want to register LLC in Poland in which all the board members will be foreigners that haven’t PESEL number, at least one future board member should set up PESEL firstly.

Commercial proxy

Members of the management board may appoint a commercial proxy. It is good idea to appoint a commercial proxy in Poland when all board members live abroad. It should be trusted person (e.g. legal advisor) because he will be able to represent the company and incur commitments. Commercial proxy is entered in the National Court Register.

To appoint a commercial proxy, all members of the management board must approve. Each member of the management board may dismiss the commercial proxy.

Thanks for reading!

If you have questions or you would like me to help you register limited liability company in Poland — write to me.

Contact to me via email: restruktor@restruktor.pl

My website (in Polish): restruktor.pl

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