Procedures for setting up a company in Poland

Poland, a country located in the heart of Europe, is emerging as an attractive destination for international investors. Setting up a company in Poland offers many significant advantages, making it a potential business environment. Polish law offers many attractive incentives for foreign investors when registering to establish a company here. Viet An Law would like to guide customers through the procedures for establishing a company in Poland through the article below.

Is it necessary to apply for an investment license for setting up a company in Poland?

Poland, as a member of the European Union (EU), adheres to the principles of free movement of capital and freedom to establish businesses within the bloc. This means, essentially, that investors from EU member states are free to invest in Poland without encountering barriers or the requirement to obtain an investment license in advance. Similarly, Poland also has open-door regulations for investment from non-EU countries, although there may be certain restrictions in some specific sectors.

Cases where an investment license is not required

• Establishment of various types of companies: Such as Limited Liability Company (Sp. z o.o.), Joint Stock Company (S.A.), branches, representative offices, etc.
• Purchase of shares or contributed capital in existing companies.
• Investing in fixed assets: Buying real estate, machinery, equipment, etc.
• Carrying out normal business activities: In various fields such as manufacturing, trade, services, information technology, etc.

The principle of freedom of investment

The principle of freedom of investment is a fundamental concept in the international economy, emphasizing the right of foreign investors to freely carry out investment activities in other countries without hindrance or discrimination.

This principle is protected and promoted through many international trade and investment agreements, as well as enshrined in the laws of many countries. The main goal is to encourage international investment flows, thereby promoting economic growth and job creation. However, it should be noted that the principle of freedom of investment is not absolute. Countries still have the right to apply measures to restrict foreign investment in some special cases, in order to protect national security, maintain public order or protect the environment.

Preparation of information for setting up a company in Poland

Step 1: Choose the right legal type

Consider the following factors to make the most suitable choice:

• Business objectives and scale of operations.
• Initial capital needs and future capital mobilization plans.
• Number of members or partners.

Popular types of companies in Poland include Sp. z o.o. (Limited Liability Company), S.A. (Joint Stock Company), Spółka Jawna (Partnership), and many others. For foreign investors, Sp. z o.o. is usually the most preferred choice.

Step 2: Prepare basic information to establish a company

After choosing the type, you need to determine the following basic factors:

• Company name: The company name must be unique and not yet used by another company registered in Poland. You can check whether the registrable name is through the Portal of the National Court (KRS) via the following link:

https://migrant.poznan.uw.gov.pl/en/slownik-pojec/national-court-register-krs

• Registered address
• Charter capital: Determine the initial capital amount (e.g. minimum PLN 5,000 for Sp. z o.o.) and the method of capital contribution.
• Legal representative.

Procedures for setting up a company in Poland

The process of incorporation and registration of a company in Poland, according to the Commercial Companies Code, consists of 6 main steps to form a new legal entity and put it in the Polish Register of Companies (KRS).

Step 1: Sign the Establishment Charter and notarize it

The first stage is the drafting and signing of the Charter of Establishment by all shareholders.

Shareholders can sign the Charter of Incorporation by hand at the notary office or by electronic signature (or through the ePUAP platform) on the online registration portal. Shareholders can also authorize a representative or lawyer to do this. After the charter is signed, you need to carry out the charter notarization procedure.

Step 2: Contribute charter capital

In the traditional registration process is to submit documents directly, the second step is to contribute capital to the charter capital of the newly established company). However, for online registration, this step can be done at the end of the incorporation procedure.

The capital contribution is usually made by transferring the money agreed in the company’s articles of association in PLN (Polish Złoty) or other foreign currency to the company’s bank account.

Step 3: Appoint the Management Board

The third stage is the appointment of the company’s Management Board, which may include one or more members (Directors). Typically, each Director will be the legal representative and authorized signatory of the company. Their powers and obligations are usually stipulated in the company’s charter.

The appointment of Management can be done in two ways:

• Approve the resolution at the general meeting of shareholders.
• Approve the decision of individual shareholders if the Charter of Establishment allows.

Step 4: Submit the application for company incorporation in the Register of Companies (KRS)

After completing the above steps, you proceed to submit an application for registration of company incorporation in the National Register (KRS). The list of documents to be prepared includes:

• Application form;
• The notarized Charter of Establishment (or Charter);
  • For Sp. z o.o.: The Articles of Incorporation (Umowa Spółki) are legal documents that regulate the terms of operation of the company.
  • For S.A.: The statute is similar to the Articles of Incorporation but more complicated.
• Decision on appointment of the Management Board;
• List of Management Board members and their personal legal document information;
• List of shareholders/members and their personal legal document information;
• Confirmation of charter capital transfer (if capital has been contributed)
• Other documents (depending on the type of company and specific case):
  • For foreign companies: Business registration certificate of the parent company (with Apostille or legalized).
  • If there is a contribution in the form of non-cash assets: Asset valuation report.
  • Special licenses or approvals (if necessary for the type of business).

Depending on the application method (in-person or online), the application along with all required documents will be submitted through the PRS System or the S24 Portal. The registration process through S24 is usually faster (about 48 hours), while registration via PRS can take between 1 and 3 weeks.

Step 5: Complete post-registration obligations

Once the company is registered, you need to fulfill some post-registration legal obligations.

Basic post-registration obligations typically include:

• CRBR: Report information about the ultimate beneficial owner.
• PCC-3: Declaration and payment of civil transaction tax (with a tax rate of 0.5%).
• NIP-8: Provides basic tax information.
• VAT-R: Register for Value Added Tax (VAT).

Step 6: Open a bank account

You need to open a bank account at one of the banks in Poland to contribute capital (if you have not already contributed capital) and operate.