How to set up a company in Poland

Poland is experiencing a new wave of foreign investments this year. It is growing and expanding in almost every area. The most common choice for Polish investments is a limited liability company which is similar to a German GmbH or Italian societa a responsabilita limitata. What is the right business structure for you and whether a limited liability company will be the most appropriate choice – this should be established by your advisors. Getting things right from the start will increase your chances for a successful investment. If you are the EU citizen, you can choose between a company and a sole trader. Being a sole trader in Poland has many advantages and is cheaper. In essence, you and the business are the same in everything but name.
 
If you choose a limited liability company as your vehicle for the investment in Poland, you need to decide its name, the number of shareholders, the number of directors and the company’s share capital (the minimum is PLN 5,000). Everything can be handled by your attorneys in Poland. You need to remember that the power of attorney for your Polish representatives must be made in a notarial form in front of the notary public either in Poland or abroad. A company has a personality that is separate from the individual who owns the company. The company is the entity that is a party to contracts and the one that makes profits.
 
The process of setting up a company is not complicated. It starts with signing of the Articles of Association in front of the Polish notary and ends with entering of the newly created company into the commercial register. It takes approximately 2 or 3 weeks.
 
If you choose a limited liability company, you should also be aware that the individual owners of the company are liable up to the capital contribution to the company (i.e. the money which they paid in). They are not liable for the company’s debts. However, there are rules in place that directors are liable for the company’s debts in case the company does not pay. This is quite an unusual solution which does not exist in other jurisdictions. 
 
From the admin point of view, the accounts and annual returns need to filed with the commercial register on an annual basis. The financial information in the accounts is also publicly accessible.