Registration of company in Poland Sp. z o.o.

Company registration in Poland

Poland is a country situated in Eastern Europe. The country is a member of the European Union, and also part of the Schengen area. In addition, Poland is a party to the Hague Convention.

Warsaw is the capital of the state.

Polish is the official language.

The Polish zloty is the monetary unit of the state. The accepted international abbreviation is PLN.

Nowadays, Poland is the state with a stable political system, as well as constantly developing economy. Poland is focused on developing a free and open market and active strengthening of private entrepreneurship.

Economic development is less rapid during the recent period, but, nevertheless, it is permanent and supported by deep and effective social reforms. Today, Polish economic legislation is brought in full coincidence with the high standards of the European Union. About 70% of exports from Poland come to the EU countries.

Such factors as stability and predictability of the economy help lots of entrepreneurs make the decision in favour of registering a company in Poland.

Forms of doing business in Poland

• A private company with limited liability (SP z o.o.), an analogue of English LTD;
• A public company with limited liability (SA), an analogue of American LLC.
• The legislative framework in PolandlLaw on Business Activities (1999);
• Law on Commercial Companies (2000).

Registration of Private company with limited liability (SP z o.o.) in Poland - Main provisions

• Minimum authorized capital equals to PLN 5,000. At the same time, 100% of the indicated amount shall be paid by the time of registration;
• SP z.o.o. can have only one founder if he is a natural person, and at least two - if the shareholders have corporate status;
• The secretary of the company is not required;
• The company can issue both registered shares and preferred shares;
• Meetings of shareholders (directors) should be held annually;
• SP z.o.o. company in Poland is obliged to submit audited financial statements after 3 months of the end of the subsequent financial year;
• Information on beneficial owners can be disclosed by the decision of the court leading the registries;
• The name of the company in Poland should be prepared in Polish.

• Registration of Public company with limited liability (SA) in Poland.

• Minimum authorized capital is PLN 100,000, and 25% of the amount shall be paid at the time of registration;
• SA company in Poland can offer shares for public sale;
• At least one shareholder is required for the SA operation;
• Directors can be non-residents of the Republic of Poland, while corporate directors are prohibited;
• The company shall employ a secretary, who is a resident of Poland.

Sp. z o.o. and S.A. companies in Poland with the involvement of foreign capital can be referred to as Joint Venture. Their activities are regulated by the Commercial Code, as well as the Law "On Companies with Foreign Participation" of 1991. The amendments were introduced in 1996 and they are equally relevant for foreign and Polish capital.

Polish legislation does not set requirements regarding the percentage ratio of involvement of foreign capital. Thus, the company can be completely foreign (100% of the foreign capital) or joint (the foreign capital in conjunction with the Polish capital).

The company in Poland, in which over 50% of foreign capital is registered, is recognized as a foreign economic entity. In relation to such a company in Poland, there are instructions that are directly related to foreigners (when buying real estate in Poland, etc.).

Company in Poland, in which over 50% of the board members are foreigners, is also recognized as foreign entity, as well as company, in which foreign person has the majority of votes, has the same status.

The company in Poland with prevailing foreign capital shall have permission in order to conduct business in such spheres:

- management of airports and/or seaports;

- actions with real estate;

- military industry;

- wholesale trade in consumer goods of foreign production (only construction materials, as well as raw materials and various semi-processed materials that are used for production, and vehicles,  are not considered as consumer commodities in Poland);

- providing legal services.

Bookkeeping in Poland

The company in Poland shall submit reports three months after the end of the reporting year. The documentation should undergo an official audit.

Taxes in Poland

It should be noted that over the past few years, the country's tax system has changed significantly. The purpose of changes is to create a more flexible tax system and bring into conformity with the tax systems of the countries of the European Union. Registration of a company in Poland provides for the payment of:

- tax on all income (regardless of where the profits were received)

- corporate tax at the rate of 19%.

Pay attention to the fact that all currency transactions in Poland are under the close scrutiny of controlling bodies in order to protect the national currency.

Over 80 agreements on avoidance of double taxation have been signed by Poland.

In Poland, there are also more than 10 free economic zones, where the enterprise has the right to claim a full exemption from paying taxes. Such exemption may be granted for the period of up to 5 years.

Registering or buying a company in Poland means obtaining an effective and operational instrument of doing business in Europe. Registration of the company in Poland will be a quick and easy task by means of using our help. Registration of companies, trusts, partnerships in different countries of the world is one of the leading directions of our work.