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How To Form A Company In Poland

How to form a company in Poland in several forms.

If you are interested in forming a company in Poland, the following is information that you should consider prior to trying to form a Polish company. Company formation in Poland can be difficult if you do not have the right assistance. The proper advisor can make company formation relatively easy. With the proper advisor, company formation in Poland can take must less time than without.

The laws of Poland and their interpretation change with time and people responsible for their implementation. So the information about forming a company in Poland that is in this page is by nature general while at the same time detailed enough to enable you to understand the basic process of company formation in Poland.

A Company in Poland

Polish regulations allow the following legal forms of businesses for a company in Poland:

1) Enterprises run by a natural person

2) Civil partnerships established under the regulations of the Polish Civil Code,

3) Commercial companies established by natural or legal persons under the Polish Commercial Company's' Code,

4) Co-operatives established by natural or legal persons,

5) State-owned enterprises.

6) Societies, foundations and trade unions.

Establishing a Company in Poland

Foreign companies and foreign residents may conduct business operations in Poland in all legal forms, subject to reciprocity.

Reciprocity is not required for the operation of a limited partnership, limited liability company or joint-stock company.

The limited liability and joint-stock company forms are the choices of most foreign companies. They suit the activities of most except that they are somewhat expensive for small scale operations.

A limited partnership is the only other legal form available to foreign investors without the need to obtain a relevant certificate of reciprocity from the Polish Consulate in their home country. It is more suitable for small companies and individuals.

Some business operations require a license or a permit.

Company Form - Limited partnership

A Limited partnership is a partnership wherein at least one general partner maintains full liability to creditors and the liability is limited for at least one limited partner.

Limited partnership agreements must be notarized and it should contain:

The business name and company seat.

The scope of activity.

If limited, the duration of the partnership.

A statement of the contributions, and the value thereof, made by each partner.

The liability to creditors of each limited partner.

The value of in kind contributions of a limited partner.

Limited Partnerships must be registered in the National Court Register.

A limited partnership's registration application should contain:

The business name and company seat,

The scope of activity, The name(s) of general and limited partners.

Limitations on partners' participation in company activities.

The names of persons authorized to represent the company.

The amount of liability of limited partners.

Joint Stock Company

Prior to registration of a joint stock company notarized articles of association must be prepared.

For a joint stock company the following will be required information. Business name and company seat of activities.

Poland Company Activity

If limited, duration of the company. The amount of share capital, capital paid-in before registration, the type number and nominal value of the shares.

A description of shareholder rights.

Names and addresses of the founders.

Composition of the governing and supervisory bodies including the number of members or a statement of a minimum or maximum number and a designation of an entity that is authorized to appoint members.

A statement of the approximate costs of company formation. The name of a designated newspaper or other periodical if the company intends to publish announcements in other than the Court and Economic Monitor.

Provisions concerning the rights, number and type instruments that entitle the holder to participate in the profits or division of company assets.

Conditions related to the purchase, redemption, sale or transfer of shares.

A statement of special rights granted to specific shareholders.

For a Limited Liability Company the following must be included in its notarial deed.

Business name and company seat.

The scope of company activity.

If limited the duration of the company.

The amount of share capital.

A statement as to whether a shareholder is entitled to one or more shares.

The number and value of shares held by individual shareholders.

Provisions concerning in-kind contributions.

Stipulations concerning additional shareholder benefits and/or obligations.

Additional Requirements

Certain other documents will be required at the time the notarial deed is signed.

A list of names of shareholders and the value and number of shares held by the founders.

A draft of the appointment of the Board of Management.

A draft of the appointment of the Supervisory Board.

If the shareholder is a legal person, he is required to submit: A copy of the company's entry in the commercial register.

A resolution approving participation in the company being formed.

If the persons authorized to sign on behalf of the shareholder do not appear in person and are to be represented by a proxy, notarized powers of attorney.

Documents in a foreign language should be confirmed by the local Polish embassy or consulate as having been prepared in accordance with local law and must be accompanied by a certified translation.

Poland Company Registration

Companies must be added to the National Court Register by filing application to the Registry Court.

The application must contain:

the company's name, seat, and scope of business,

The amount the initial capital

For joint stock companies, the number and nominal value of shares.

The names of member of the Management Board, how the company is Represented and for limited liability companies board members' addresses.

The names of Supervisory Board members and, if applicable, Control Committee.

If limited, the duration of the company.

If indicated in the company documents, the name of the newspaper or periodical to be used to publish announcements.

A statement of in-kind contributions made by the partners,

For limited liability companies, a statement as to whether a shareholder is entitled to one or more shares.

For joint stock companies, the number of privileged shares and a description of the privileges.

For joint stock companies, a statement of authorized share capital.

For joint stock companies, the amount of capital paid-in prior to registration.

Any extra rights granted in the company documents to specific shareholders.

Other documents that must be submitted to the Registry Court include:

The company charter or articles of association.

Documents appointing the company's governing bodies and names of appointed members if they are not contained in the articles.

A statement signed by all members of the Management Board that all contributions to the initial capital have been made in lawfully made and have made in full.

A list, signed by all members of the Management Board, of the names of shareholders and the number and nominal value of shares held by each.

Signature specimens, certified by a notary or made in person in the presence of the Court, for each member of the Management Board.

For a joint stock company, registration has to be officially announced in proper form in the Court and Economic Monitor.

Post Registration Requirements

Every company must apply to for a statistics number from a local statistical office.

The application must contain:

Name of the company.

Scope of company activities.

Estimate of when the company will attain full operations.

A statement of the anticipated number of employees.

A copy of the articles or charter and a certified copy of the entry in the Commercial Register must be attached to the application.

Upon approval of registration, a company must open a local bank account in order to complete the remaining administrative details.

Every company must withhold employee taxes from every paycheck and must, additionally, pay a contribution to employee social security. Procedure requires registration with ZUS.

Every company must register with the local tax office.

Subsidiaries of Foreign Companies

Foreign business entities may open branch offices and representative offices in Poland. None of these requires a permit but does require the registration of a certificate of reciprocity issued by the company's local Polish Consulate.

Branch Office

Foreign companies may establish branch offices in Poland. A foreign entity creating its branch office must appoint a person in Poland who is authorized to represent this entity. A branch office must be registered with the National Court Register.

Branch offices must maintain separate accounting books, in Polish, pursuant to Polish accounting regulations.

Branch offices must also notify the Polish Minister of Economy of:

Initiation of liquidation procedures for foreign company that opened the branch in Poland,

Termination of the foreign company's right to do business.

The loss of the foreign company's right to transfer assets.

The branch office must use the name of the mother company in the language of the country where it is registered, along with the name of its legal form translated into Polish.

Representative Office

Foreign companies may establish their own representative offices in Poland solely in order to promote and advertise the company establishing the office.

Establishment of a representative office requires registration in the Register of Representative Offices of Foreign Business Entities kept by the Minister of Economy.

Registration is accomplished by making application. The application, in Polish, should contain the following:

The name, place of registration and legal form of the foreign company opening its representative office,

The initial capital of the foreign company opening its representative office,

The scope of the business activity of the foreign company opening its representative office,

The name and address of a person in Poland authorized to represent the foreign company.

The application should have attached:

The articles of association or charter of the foreign company,

A copy of its entry in the Commercial Register or its equivalent,

A statement of the foreign company authorizing the establishment of a representative office in Poland,

A statement, if applicable, by the foreign company as to the amount of paid in share capital.

Any documents in a foreign language must be accompanied by a certified Polish translation.

Representative offices must use the name of the mother company in a language of the country where it is registered, along with the name of its legal form translated into Polish and the words "przedstawicielstwo w Polsce" (representative office in Poland) added.

Representative Offices must maintain separate accounting books, in Polish, pursuant to Polish accounting regulations.

Representative Offices must notify the Polish Minister of Economy of:

Initiation of liquidation procedures for foreign company that opened the branch in Poland,

Termination of the foreign company's right to do business.

The loss of the foreign company's right to transfer assets.

Any change pertaining to the information contained in the application for registration.

This is a business brief only and does not constitute legal advice. Forming a company requires hiring of competent experts in several fields to form the company.

Assistance in choosing advisors to help you form your company is available by sending email via our Contact Form

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