Company formation in Poland

When a foreign entity intends to establish a subsidiary in Poland it usually sets up a limited liability company (“LLC”) which is most popular business vehicle on Polish Market. LLC in Polish is “spółka z ograniczoną odpowiedzialnością” (sp. z o.o.) which is similar to German GmbH (Gesellschaft mit beschränkter Haftung), SARL (Société à responsabilité limitée), Russian OOO (общество с ограниченной ответственностью) or Chinese WFOE (Wholly Foreign-Owned Enterprise).

Below we present a brief description of company formation process in Poland and legal assistance which is usually provided by Malanowski & Associates Law Firm

1. General information

The establishment of a company in Poland requires:

• drafting the Articles of Association;
• execution od the Articles of Association before the Notary Public;
• registration of the company at the Polish Court Register (Companies House / Handelsregister);
  
  2. Preparation of the Articles of Association

Our law office advises and drafts the Articles of Association (“AoA”) in accordance with the client’s suggestions. We prepare the AoA in two language versions, English and Polish. We advise on the provisions of the AoA in order to make it suitable for the client’s needs and expectations. We also advise on provisions concerning loans from the shareholders, increase of the share capital without amending the Articles of Association and other important matters which should be reasonably regulated by the AoA.

3. Execution (signing) of the Articles of Association

After the wording of the AoA is approved by the Client, the AoA should be signed before a Notary Public in Poland. We usually sign the AoA on behalf of the Shareholder on the basis of Power of Attorney granted to one of our lawyers (the “PoA”). We also prepare the PoA in two language versions. In case of companies from countries which are not a party to apostille convention (Hague Convention Abolishing the Requirement for Legalisation for Foreign Public Documents), it may be necessary to legalise respective documents.

4. Share capital of a company

The minimum share capital of a limited liability company is PLN 5.000,00 (app. EUR ~1.200). The share capital may be easily increased without changing the AoA, provided certain regulations are included into the Articles of Association.

5. Registration

After the execution of the AoA, the Management Board of a new LLC should register the LLC in the Court Register. The application for the entry of a LLC should be signed by all members of the Management Board. The application must be accompanied by several documents which are listed in detail by the statutory law. Most of these documents are prepared by our law office.

The company should also filed for Statistical Identification Number (REGON) in the Regional Statistical Office and Tax Identification Number (NIP) which is issued by the Tax Office.

Our law firm prepares the above documents and applications and files them on behalf of the Client with the Court Register.

7. Time

The whole procedure of registration ranging from the moment of signing the Articles of Association till its entry in the Court Register depends always on the Court. However, in most cases it does not exceed approximately 3 up to 4 weeks. The company can start its full business activity from the moment of its registration.

8. Costs and expenses

A foreign entity which would like to register the LLC in Poland should take the following official costs into account:

• Notary Public Fee – depends on the amount of the share capital and the number of copies of the AoA taken from the Notarial Office.
• The Notary Public also collects the Tax on Civil Acts in Law. However, in case of a standard, 5.000 PLN share capital the total cost of the Notary Public should not exceed 1.000 PLN (app. ~250 EUR).
• The court’s fee – the cost of application for entry into National Court Register is fixed and amounts to 500 PLN (app. ~125 EUR).
• Cost of the announcement of registration of the NewCo in Court and Economic Journal (Monitor Sądowy i Gospodarczy) is fixed and amounts to 100 PLN (app. ~25 EUR).
• Cost of a Tax Identification Number (NIP) and for VAT registration is fixed and amounts to 191 PLN (app. ~45 EUR);
• Cost of an application for a Statistical Identification Number (REGON) – free of charge.