Poland, as one of the largest Central and Eastern European markets, remains an attractive destination for foreign investors. Over the last three decades, Poland has become the most successful economy in Europe. Despite the cost of living crisis and the war in Ukraine, the Polish economy is still on the rise.
Here is some basic information on how foreign entities may set up and conduct commercial activities in Poland.
The most popular vehicle for setting up a presence in Poland and conducting commercial activity is a limited liability company. This is one of the types of corporation (legal entity) envisaged by the Polish Code of Commercial Companies, which also includes a joint stock company and a simple joint stock company.
A limited liability company can be formed by one or more persons for any legally admissible purpose. Typically, the main aim of a private limited company is to increase income and maximise its profit in order for the shareholders to receive a good return on their investment. A limited company cannot be formed by an existing sole-shareholder of the limited company if that existing company would be its sole shareholder. In such a case, the newly created Polish company should have at least two shareholders at the moment of its creation.
How is a limited liability company established? The procedure is easy. First of all, execution of the articles of association (AoA) or formation deed (in case of single shareholder companies) in the form of notarial deed is required. On the day the AoA are executed the company is incorporated and may conduct all activities as a company “in organization”. The company in organization must file for registration at the National Court Register within 6 months from the day of incorporation.
Typically, a company’s incorporation is accompanied by the appointment of the members of its governing bodies – i.e. the management board (one or more members) and Supervisory Board (three or more members). The Supervisory Board is an optional corporate body.
The third step is paying shareholder contributions on the account of the share capital. The minimum share capital is PLN 5,000. Cash contributions should be paid to the company's bank account. Therefore, opening a bank account will be required. Although this does not need to be a Polish bank account and the currency does not need to be PLN, the account must belong to the company and cash on the account must be not lower than the contribution declared in the AoA.
The final step is registering the company with the National Court Register, which usually takes no more than two-to-three weeks and is completed online.
All the above steps may be completed remotely from outside of Poland by appointing an attorney in Poland to execute all these actions on an investor’s behalf. The power of attorney for the incorporation of a Polish limited company requires notarization and (depending on the country) an apostille confirming compliance with local law.
As regards the members of the governing bodies - there are no restrictions in appointing foreign citizens to the board. Also the appointed persons are not required to reside in Poland on either permanent or even temporary basis. The managers should, however, obtain a Polish qualified electronic signature as some documents that must be filed with relevant authorities may be signed only via such signature. The signature may be obtained remotely as well.
The newly created company needs to have an address in Poland 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.
The ease with which foreign citizens can establish companies in Poland makes the country an attractive destination for investors around the world.
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