Opening a Limited Liability Company in Poland

Opening a Limited Liability Company in Poland

Poland is chosen for business for many reasons: a simple taxation system, relatively low company maintenance costs, and business registration that is quick and accessible to foreigners.

One form of doing business in Poland is a limited liability company – SP.Z.O.O (spolka z ogranizczona odpowiedzialnoscia). SP.Z.O.O in Poland is a legal entity with a statutory capital of at least 5,000 zlotys.

To register, you need to have residency in Poland or be a citizen of the EU (or a family member of an EU citizen). The registration cost depends on the size of the statutory capital.

It's preferable for an LLC to have at least two shareholders to reduce the tax burden on each.

Advantages of registering an LLC in Poland:

• ability to register a business for foreigners;
• equal rights and responsibilities for residents and non-residents;
• Polish companies have access to borders of all EU countries;
• ease of doing business – relatively lenient legislation and a simple taxation system;
• possibility to receive grants and subsidies;
• possibility to apply for citizenship based on conducting business in Poland;
• shareholders are not liable for company obligations;
• the "right to make mistakes for newcomers" rule applies;
• LLCs in Poland can be registered offline and online.

On our marketplace "Consultant," you can get legal advice, assistance, and full support in opening a Limited Liability Company in the Republic of Poland.

Offline registration of SP.Z.O.O

During registration with a notary, the articles of association are signed if there is only one shareholder, or a founding agreement if there are more than one. The articles specify the shares of the statutory capital. Shares can be unequal but not less than 50 zlotys per person. Then, information about SP.Z.O.O needs to be entered into the National Court Register (KRS) – an application is submitted to the local commercial court and a fee is paid.

Afterwards, you need to obtain a tax identification number (NIP) (application to the tax office) and a REGON number from the GUS office (National Statistical Office). You also need to register with ZUS – the Social Insurance Institution.

Then you can open a bank account and find an accountant to manage your company – either in-house or outsourced. On our "Consultant" portal, you can choose an accountant who can advise you on taxation and manage your SP.Z.O.O on an outsourcing basis.

Online registration of SP.Z.O.O

For online registration of SP.Z.O.O in the S24 system, document signing is done electronically, and each signatory must have a registered profile.

When registering SP.Z.O.O online, the founders do not have to be in Poland, but each of them must have a trusted ePUAP profile (profile in Poland's state electronic system).

It's also important to note that online registration is possible only if the statutory fund is contributed in cash, not in-kind. Online registration takes place on the Ministry of Justice portal. To register, you need to prepare basic data about SP.Z.O.O – company name, address, activity type according to the Polish Classification of Activities (PKD), a list of founders, and choose a court through which registration will take place (depending on the company's location).

After entering all the data on the portal via the S24 system, each founder must sign the application using a digital signature or ePUAP profile.

After entering all the data, the system will ask you to pay fees, and after payment, you can submit this application for consideration to the court. Also, a tax identification number is automatically assigned, registration with ZUS and GUS takes place.

After these procedures, within 7 days, documents from each founder about their contributions must be provided to the court, within 14 days, a fee for registering civil-law acts must be paid, and a NIP-8 form with information about the new taxpayer must be submitted to the tax office. Before the first transaction, you need to open a bank account, sign a contract with an accountant, and if the company will engage in sales or supply of goods – register as a VAT payer.

On our "Consultant" portal, you can choose an accountant who can advise you on taxation and manage your SP.Z.O.O on an outsourcing basis.

Documents required for registering an LLC in Poland:

• document confirming legal residence in Poland – residence card, visa, EU citizen passport (proof that the applicant is a family member of an EU citizen);
• passport and copies of each founder;
• electronic signature for each participant in case of online opening of SP.Z.O.O and ePUAP (profile in Poland's state electronic system), if the applicant is outside Poland;
• tax identification number PESEL for opening a bank account;
• also needed: three company names, detailed description of the company's activities.

Chartered capital when registering SP.Z.O.O

The chartered capital for registering an LLC in Poland must be at least 5000 zlotys. The distribution of the charter capital among the business owners can be unequal but not less than 50 zlotys per 1 LLC member. The liability of the founders is limited to the amount of capital invested. Taxation for SP.Z.O.O

The general income tax rate is 19%. If the gross income does not exceed 2,000,000 euros per year, a reduced rate of 9% applies. The standard VAT rate is 23%. However, for some types of goods and services, it can be 8%, 5%, and 0%.

Opening a bank account for LLC in Poland

To open a bank account for an LLC in Poland, the following documents are required:

• documents of LLC registration - an extract from the National Court Register (KRS) and the organization's articles of association;
• sample signature of the LLC director;
• certificate of obtaining NIP and REGON;
• original and copies of the director's and company beneficiaries' foreign passports, as well as their addresses in the country of residence;
• PESEL identification number;
• application form for opening an account;
• notarized power of attorney in case of remote account opening.