Błażej Sarzalski

attorney-at-law

Attorney, registered in the Regional Bar in Katowice, CEO at Sarzalski Consulting Sp. z o.o., an expert in a field of formation of commercial companies, corporate law, promissory notes and litigation.
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Prices for company formation in Poland are comparable with prices of company formation in other Central European Countries. You will need to take into account registration fees, virtual office costs, accounting and minimum share capital.

How much does it cost to register a company in Poland?

You will need to bear the following costs:

  • registration fee – up to PLN 600 (around EUR 140) for registration in Court Register
  • company formation fee – we offer complete services for company formation in Poland for approximately 1,800 euros (+/- additional services – ask me to get a quote).
  • virtual office cost –  virtual office packages can be personalized for around EUR 20-50 /month.
  • accounting costs – the costs for accounting services in Poland start from EUR 100 /month.
  • minimum share capital – the minimum share capital for a private limited liability company in Poland is at least PLN 5,000 (approximately EUR1150).

There are no hidden fees here but you must also take into consideration travel costs and accomodation expanses.

 

 

If you wonder how can you regsiter a company in Poland then here is all you need to know about company registration in Poland in one blog post.

First of all you need to think about couple of things.

How do I register a company in Poland?

  1. Confirm that you are eligible for company in Poland and that you will not face problems with bank account opening.
  2. Find a lawyer who will help you with company registration.
  3. Choose a name of your company.
  4. Choose a purpose of your company (select your business activities)
  5. Execute the articles of association
  6. Register your company in court register
  7. Decide if you wish/need to register for VAT purposes
  8. Open a bank account.
  9. Get PESEL number.

Am I eligible for a limited company in Poland?

If you are a natural person of 18 years of age then you are most likely eligible to become shareholder and director of Polish limited company. Polish commercial law does not set any nationality restrictions, therefore any person, from anywhere in a world can become a shareholder and a director of Polish limited liability company. This is theory though. You may open a company, but you will not be able to use one if you are resident of a sanctioned country like Iraq, Iran, Syria, Venezuela and others. Banks will not work with you unless you become a legal Polish resident. So even though there are no nationality restrictions, there are restrictions on your place of residence.

Before you start a company formation procedure better consult a lawyer

How can I find a lawyer who will help me with company registration?

You may use our services but there are many other registered lawyers who provide this kind of services. Before you use this kind of service better check the selected person in one of the following official databases of attorneys and advocates:

https://rejestrradcow.pl/Home/Index – list of attorneys

https://rejestradwokatow.pl/adwokat – list of advocates

Name of Polish limited company

You generally can not use a name which is already used in commerce, as well as other similar names. You can not use the word bank or “towarzystwo ubezpieczeń” (bank or insurance company).

Business activities for Polish companies

In Poland there is no such thing as system of business licences (as known from United Arab Emirates and some other countries), which means that you just need to select some number of business activities for your company. You may not use the limited liability company in Poland to be a bank, insurance company or stock exchange entity.

The articles of association of Polish limited company

You may execute articles personally in a Polish notarial office or through internet if you have certified e-signature accepted in Poland. You may also use a help of Polish attorney, who will act as an organizer of a company execute the articles of association for you. Later he will transfer all rights and duties of company’s shareholder into yourself.

Registration of Polish limited liability company in KRS (court register)

After the articles of association are executed you will have 6 months (in case of notarial articles) or 7 days (in case of internet execution) to apply for company registration. You will require to provide a court with a number of documents, i.a. list of shareholders, directors, addresses of aforementioned people, as well as data of a contact person in case you are not domiciled in European Union. You will also need to pay application fee. Every step must be done by internet system of judiciary, which does not have English or Russian version, so it is advised to get some help from Polish speaking person or attorney.

VAT registration for Polish LLC

In most cases you will need to register for value added tax (VAT). Only if you do not plan to exceed a PLN 200,000.00 limit per year and you are not planning to make international transactions you may not register for VAT (but beware, there are some exceptions, e.g. consultancy services).

Open a bank account for Polish company

This part requires your personal presence in Poland, as banks do not want to open accounts remotely these days for foreign owned companies due to AML policies. You will need to provide detailed information about your business plan, future operations and provide the bank with a proof of wealth and legal possession of your assets.

Get PESEL number

You will most likely need a PESEL number to work with a company, for more information check here.

Although it has been postponed many times, it all seems that from July 1, 2021, the National Court Register will face epochal changes. Electronic proceedings will be fully applicable to the extent other than those relating to the register of associations and foundations. Although it is not fully known how it will look in practice, we can already say a few words about it and this will allow you to prepare better for what awaits you in case you are thinking of company registration in Poland. From July 1, the procedure for entry into the National Court Register will go fully online, without any paperwork. Does it meen it will be more straightforward and hassle free?

The basic principle of a new procedure will be two-way communication between the court and the applicant in electronic form. In particular, all applications relating to an entity subject to entry in the register of entrepreneurs are submitted only via the electronic system. This, of course, also applies to a limited liability company. Therefore, applications for entry, as well as for changes to the entry, will be submitted only via the Internet. If the application is submitted on paper, it will be returned. Similarly, we will submit online complaints against referendaries’ decisions and appeals. The only exception are actions before the Supreme Court.

What about paper documents in the electronic procedure of the National Court Register?

If you ask yourself this question, you have the right instinct. After all, many activities in a limited liability company are carried out in a traditional form. The articles of association are often concluded before a notary, just like all its amendments. The agreement for the sale or donation of shares must be made in writing and the signatures must be notarized. Many resolutions and documents submitted to the National Court Register are recorded in writing. This applies, for example, to the appointment and dismissal of management board members or an increase in the share capital without changing the articles of association.

Not too bad when it comes to a notarial deed. Here, the legislator explicitly provided that if a notarial deed should be attached to the application, after providing its number in the Central Repository of Electronic Extracts of Notarial Deeds, this document will be automatically downloaded by the IT systems of the National Court Register and attached to the application. The problem arises when we are not dealing with notarial deeds, but with documents that are not of this nature, e.g. share sale agreements or shareholders’ resolutions.

Two ways of folding “paper” documents

As for documents other than notarial deeds, there are two ways of submitting them:

an electronic copy prepared by a notary public or a representative acting in the case who is an attorney (professional representative) – if the notary public or a professional representative representing the party in the proceedings makes an electronic copy of the document and affix it with a secure electronic signature or a trusted profile, the court will recognize such a copy of the document (scan) as a full-fledged copy of the document document,
(almost) electronic copy – if you do not use the services of a notary public or a professional attorney, you can attach a scan of the document to the application, however, within 3 days from the date on which you submit the electronic copy to the National Court Register, you are obliged to send the original document or its certified copy / extract officially to court in a traditional form.

Either way, it is better to use professional help and ask an attorney.

Signing electronic applications

Applications to the electronic register of entrepreneurs of the National Court Register can be signed in two ways. The first, free and common, is the ability to use the trusted EPUAP profile for this purpose. It should be remembered that the obligation to sign an application for entry in the register will always be borne by all members of the company’s management board. Therefore, if one of them does not have a PESEL number or a trusted profile, you should use the help of an attorney. The second way is to use a commercial qualified signature.

Will the changes to the National Court Register really come into force on July 1, 2021?

So far, everything indicates that it will succeed this time and the Ministry of Justice will not once again postpone the date of implementing the changes in the National Court Register. However, life writes various scenarios and I expect that even if the regulations enter into force on July 1, 2021, general chaos will reign at least for the first few days of July. I also expect that the IT system will be burdened with many disadvantages of childhood. So if you want a problem-free entry, consider submitting a paper application before July 1, 2021.

What is PESEL numer?

PESEL (Polish: Powszechny Elektroniczny System Ewidencji Ludności, Universal Electronic System for Registration of the Population) is the national identification number in Poland. It consists of 11 digits that are unique for every registered person.

Why do I need PESEL for Polish company management?

Since end of 2019 every Polish company needs to register itself in a new registry called Central Registry for Benefitiary Owners. If your company fails to meet this obligation it may be fined. In order to make registry entry you will be required to apply by electronic means using e-signature. The most popular e-signature in Poland: EPUAP (electronic trusted profile) is free of charge, but in order to get it, you will need PESEL number.

Electronic profile EPUAP will be also useful to sign financial statements and make amendments in National Court Registry.

How to get PESEL?

If you are foreigner living in Poland, you can register your residence – in such a situation, you will automatically obtain a PESEL Number. If you cannot register your residence, and any agency requires a PESEL Number from you – submit an application by yourself or by using attorney services.

The procedure is described on a Gov site.

With our help you will be able to do it remotely.

Just contact me.

While many countries are rising taxes due to coronavirus crisis there are still some countries thinking with a longer perspective. Poland included. In order to attract worldwide capital and investors the government will implement, so called, ‘Estonian’ corporate income tax from the beginning of 2021.

What does it mean for a potential investor?

There will be no corporate income tax on retained and reinvested profits. The new system of corporate ernings taxation will be based on Estonian solutions, which are, to say the least, truly unique.

In Estonia the moment of corporate taxation is shifted from the moment of earning the profits to the moment of their distribution. This means that earning profit in itself does not trigger income tax liability. The tax obligation arises only when earnings are distributed to shareholders (and in other situations treated as distribution of profits, for example when company lends money to its shareholders or make payments to blacklisted offshore territories).

The new corporate income tax system will apply to approx. 97% of companies, as the project assumes the new rules will apply to all limited liability companies, joint-stock companies and joint-stock partherships with annual turnover below PLN 50 million (approx. EUR 11 million).

Yet, this is another reason to consider Poland as a place for your worldwide business, especially when you compare it to other European tax regimes. What may be also of some importance -Poland, unlike Estonia or Cyprus does not bear a burden of being associated with capital of Russian origin, it has implemented strict AML laws and is considered a stable economy, even in times of Covid-19 crisis.

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Want to learn more about company formation in Poland? Just contact me.