March 04, 2021

Establishing a Private Limited Liability Company in Poland

 We describe below how to establish a private limited liability company in Poland (sp z o.o). Private limited liability companies are one of the types of companies available for registration in Poland. For more information about the other types of companies and choosing the right corporate structure please read: Choosing the Right Business Structure in Poland.
 
Establishing a company - electronic registration via S24

Establishing a company in Poland is easy for Polish residents who can use the internet portal S24. This allows a company to be registered by submitting an electronic form. Foreigners who want to establish a company in Poland may experience challenges since they are neither in the Polish registers, nor S24 users. Furthermore, the Polish language is used in much of the process to register a Polish company.
This option is recommended for small companies with standard provisions. If there are more shareholders or if you want to modify in any way the standard provisions, you have to take the traditional route and visit the notary (or appoint an attorney in Poland).

Establishing a company – traditional route through the notary public

If you want to modify the standard provisions of the Articles of Association, you have to visit the notary public in Poland and sign the documents either personally or by your Polish attorney. Below we outline the process you have to go through.

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1) Prepare the incorporation documents in compliance with Polish law
 
To register a Polish private limited liability company, a foundation document is needed as well as a set of Articles of Association. Preparing the documents in compliance with Polish law is essential.
 
One of the details the prospective shareholders should pay extra attention to, is the composition to the board of directors and the way the company is going to be represented. Under Polish law, the Articles of Association should specify who appoints and dismisses the directors and how many signatures are required for a valid representation of the company.
 
The share capital of at least PLN 5,000 is required to establish a Polish private limited liability company.

2) Obtain a proof of paid share capital
 
Polish register authorities need declaration from the board of directors that the company has a share capital of at least PLN 5,000. Although, Polish law allows for companies to be established by using other assets than money as the share capital, using money as the share capital is the easiest way to meet the share capital requirement in many cases.
 
To pay in the share capital the company needs to open the bank account in Poland.
 
3) Sign the lease agreement
 
Polish register authorities need the company’s address so the company should identify and sign the lease agreement for the office it is going to use. This will be the official address of the company where all correspondence will be directed. There is also a possibility to find a virtual office.
 
4) Complete the registration documents
 
Registering a private limited liability company requires a coordinated register notification. It is important to complete the document correctly to avoid Polish authorities refusing to register the company. The board of directors needs to sign a number of declarations and the list of shareholders.
 
Foreign directors who do not have a Polish personal identification number should request for a PESEL number, which is required to obtain a trusted profile allowing electronic signing of applications and requests submitted to public entities (ePUAP), as currently many obligations related to running a company can only be met digitally (e.g. registration into the Central Register of Beneficial Owners, submission of annual financial statements). An alternative solution is to purchase a certified electronic signature for the directors.
 
5) Send the documents to the Polish register authorities
 
The final step in the process of registering a Polish private limited liability company, is of course to send all the documents to the Polish register authorities. The process may take up to 2 or 3 weeks.
Any mistakes in the documents may result in Polish authorities returning the documents to the sender without registering the company. Once the mistakes have been corrected, the documents can be sent back to Polish authorities to have them process the registration anew.
 
6) After registration

Once successfully registered, the company will receive an organisation number in the KRS register.
 
If the company was not registered in the VAT register at the same time as registration of the company, then an assessment should be made of whether to register the company for VAT. A Polish private limited liability company may also need a Polish accountant.
 
The directors must also identify the group of persons who are the beneficial owners of the company and, once the company is registered with the KRS, make the appropriate filing with the Central Register of Beneficial Owners.
 
We at Woźniak Legal have extensive experience in guiding foreigners that consider doing business in Poland. We specialize in M&A/corporate law with a focus on registration, tax, labour law and commercial contracts.

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