2019-02-03
Limited liability company formation in Poland is a process consisting of several stages. Limited liability company registration in Poland may be performed either in a simplified electronic (digital) way, or in a standard and more formalised process. As online company registration is faster, easier and cheaper than the standard one, it is usually the most convenient solution for foreigners starting business in Poland. Online company registration through S24 system has however it’s disadvantages as well. The S24 digital system allows merely to choose between very simple and standard wordings of Articles of Association. Therefore, it may not be suitable for example, in cases requiring the regulation of complex relations between shareholders or between shareholders and the company.
In this Article we describe standard company registration process. Description of online company formation via S24 system may be found here:
online company registration in Poland
Each Polish limited liability company must have business name and registered office in Poland.
Polish LLC must have at least one shareholder and one director (management board member). Polish limited liability company can be incorporate by one person, acting as both sole shareholder and director. As a rule, any legal or natural person can be a shareholder of limited liability company in Poland. In addition, any natural person can be appointed as shareholder. Polish or EU citizenship is not required. There are however some limitation, such as for example conviction of certain types crimes.
Minimal share capital required to register Polish LTD (LLC) is PLN 5000 (around EUR 1200). The capital must be paid prior to company registration. However, there is no obligation to transfer share capital amount into bank account. Cash contribution confirmed by written statement of company directors is also accepted.
More information regarding limited liability company in Poland can be found in our knowledge base:
limited liability company in Poland
First step to company registration in Poland is adoption of Articles of Association. The Articles must be signed by all shareholders in the form of notarial deed, which is the most restrict form of legal act known to Polish law. If at least one shareholder is a foreigner not knowing Polish language fluently, the text of Articles need to be translated to shareholder’s native language by a sworn translator. The translator must be present during signing of notarial deed.
The Articles contain, among others, information on company name, registered office, object, initial shareholders, amount of share capital, way of company representation, financial year of the company etc.
From the day of signing the Articles of Association, limited liability company gains a temporary legal status and an ability to legal acts, which allows the company for example to enter into lease agreement, sign bank account application etc.
Next step to limited liability company incorporation in Poland is appointment of the board of directors (management board). Directors are appointed by shareholders by way of written resolution. Notarial form is not required for this purpose.
In addition, each shareholder need to express his or hers consent in writing to be a member of management board.
Last phase of LLC formation process in Poland is a registration in Polish register of companies (official name is The Register of Entrepreneurs of National Court Register). Application for company registration must be signed by all directors and filled with competent company court. Statutory deadline for company registration is 7 days, however, in practice the average waiting period is usually 2-4 weeks. From the day of registration, the company gains legal personality.
After Polish LLC is registered, it still has some obligations. Within 21 days, the company is obliged to file special form (NIP-8) with Polish tax office. The form contains additional information on the company, such as contact details, place of keeping accounting books, bank account numbers etc.
In addition, in some instances, the newly registered company may be required to file application for VAT registration in Poland. As a rule, VAT registration in Poland is mandatory after exceeding threshold of PLN 200 000 (around EUR 46 500) of sales per year. However, irrespective of sales amount, VAT registration is mandatory for companies conducting certain types of activity (for example consulting, legal services). Companies not obliged to VAT registration may apply for VAT number voluntarily. What is worth mentioning, VAT registration in Poland is quite complicated process, especially when foreigners are involved in a company structure.
Limited liability company registration in Poland takes about usually 2-4 weeks. VAT waiting period is from 2-3 weeks up to a few months, depending on many factors (company location, documents and information provided by a client etc.). When a client is interested in instant starting a business in Poland, he or she may consider acquisition of ready made company (shelf company) in Poland.
LF LEGAL provides comprehensive legal assistance with both company registration process in Poland, VAT registration in Poland, bank account opening in Poland, as well as related services. We also offer ready made companies for sale.
