How to register LLC in Poland?

Błażej Sarzalski        28 September 2015        Comments(3)

Generally speaking, there are two options to create and register LLC in Poland. You can use electronic registration process or choose traditional way by concluding LLC agreement in notarial office and then file it to a court registry.

Both ways have their advantages and disadvantages.

Electronic way is quick and relatively easy. First you have to create your personal profile in electronic system of Ministry of Justice. You will be required to leave your personal data such as name and surename, date and place of birth, nationality, passport number and place of residence. After you succeed you will be able to electronically draft company’s agreement and sign it by means of electronic signature. After completing couple of documents you will be able to send application for registration to the selected court in Poland. You will have to pay court fees – 350 zlotys. There are multiple payment options available (including most of Polish banks, credit cards, PayPal). The court is obliged to recognize registration request in 24 hours, but in practice it sometimes takes 2 or 3 days, because all requests are processed only during working days.

Any disadvantages? Yes, as Polish language is one of the most difficult languages in the world and there is no English version of electronic system, you will be propably unable to go trough registration procedure without help of an interpreter. Note: Google Translate is not enough :) Moreover in electronic registration process you will be able to sign only model company agreement. It is difficult to adjust this model articles to more sophisticated needs.

How can I help you in electronic registration process? Please contact me.

Traditional way is more difficut and not so fast as electronic one, hovewer it has ona big advantage – you can customise your company agreement as you like, it can reflect all your needs and offer better protection of your position in a company. It is very important especially in a companies with two or more shareholders that have opposing interests. In future you will find more interesting information about how company agreement may be customised. This kind of agreement must be signed in Polish notarial office, if you do not understand Polish the assistance of sworn interpreter must be provided.

After signing the board of the company is obliged to file paper request for registration to Polish court registry and pay court fee of 600 zlotys. It usually takes 2 or 3 weeks for court to process your request. As you can see it takes longer and it is more expensive as you will have to pay the notary and the intepreter and be personally present to sign company’s agreement.

Is there an option to customise the agreement without personal presence in Poland? Yes, please contact me for more details.

{ 3 comments… read them below or add one }

X-e-na January 22, 2016 at 00:54

Fantastic blog! Congratulations.

I am representing an American investor, who is considering opening a business in Poland. My advisors insist on creating a LP (komandytowa), instead of LLC (zoo), since – apparently – it is a better solution to avoid double taxation (CIT and PIT).

Investor will provide majority (if not all) of seed capital and wants to “hire” board of directors (zarzad). Member of board will be built of people, who can bring Know-How and experience to the company but very little capital, if any.

How I see it is, all board members will pay PIT only, so if the Investor is a member of board, can get his compensation this way. No need of double taxation. Am I right?

Reply

Błażej Sarzalski January 22, 2016 at 09:43

Thanks for you kind comment.

It is more complicated than you describe it.

Classic limited partnership must have at least two partners. General partner (who takes full responsibility for partnership and is liable for its debts) and limited partner who does not act as active side but only as investor, he or she provides money for LP. LP does not have board nor managers but only partners.

This kind of entity is treated as “disregarded entity” (as Americans call it) – it does not pay income tax for itself but tax is paid by partners (CIT or PIT). If the investor is natural person, he or she must be registered for tax purposes in Poland and have social security registration as well – he or she will be obliged to pay social security fees in Poland (about 300 $ per month). In case of company there will be only need to register it for tax purposes. This is how it works and this is how you avoid double taxation of LLC which is always double taxed – CIT and then PIT on dividends.

It is very popular to use limited company as general partner though, so maybe I will write more about it in a near future.

As an alternative you can create LLC in Poland and hire investor as board member or advisor- then he or she will pay only PIT and company will have costs that will reduce its CIT obligations. If you need any kind of help or professional advice please e-mail me.

Reply

X-e-na January 24, 2016 at 07:24

Fantastic! Thanks a lot for your clear response. Will pass it on and be in touch hopefully soon!

Reply

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