Welcome to the instruction, thanks to which you will understand once and for all how the process of opening a LLC/TOB in Poland for foreigners in 2023 looks like. In this article we will break down:
(use article navigation to navigate to the desired section)
- Opening a company in Poland – a step-by-step algorithm of actions
- Self-registration of a company in Poland
- Advantages of opening a company in Poland for foreigners
- Choose how to register a company in Poland
- Registering a company in Poland online
- Obtaining a PESEL number to register the ePUAP profil zaufany
- How to make a PESEL number in Poland for firm opening
- Aprooving the ePUAP profile
- Obtaining an electronic key to open the spolka
- How does the registration of a company in Poland begin?
- Step 1 Organizational Processes
- Step 2 Direct company registration in Poland
- Step 3 Sign the documents and pay for the application
- Step 4 Obtain a KRS, REGION, NIP number
- Step 5 Open a bank account
- Step 6 Registration with other mandatory authorities
- To open a company in Poland to the Ukrainian or Belarusian – there is a difference?
- How much does it cost to open and run a company in Poland
Opening a company in Poland – a step-by-step algorithm of actions
For us opening a firm in Poland begins not with the registration of the legal entity itself, but with working out the strategy and the foundation. Below we have made for you a step-by-step checklist of how we would open a business in Poland from scratch in 2023.
- Step №1 – Finding a business idea or niche to start
- Step №2 – Business direction analysis
- Step №3 – Developing a strategy for entering the Polish market
- Step №4 – Test entry to the Polish market
- Step №5 – Legal registration of the company
- Step №6 – Marketing and sales to the Polish market
- Step №7 – Project management and development, as well as scaling
The main thesis is that opening a firm in Poland does not equal “successfully launching a business”.
More on how we bring companies to the Polish market:
To open a company in Poland or not, we tell in this video:
What to pay attention to so as not to go bankrupt when opening the first company in Poland:
A selection of important points that are important to know when starting a business in Poland:
Self-registration of a company in Poland
Before diving into the process, there are a few important comments:
1. We will talk about registering a legal entity in Poland. Not sole proprietorship, but a legal entity. To become an individual entrepreneur, you need to have:
- Pobyt Stały – Permanent residence in the Republic of Poland
- Rezydent długoterminowy UE – EU residence card
- Pobyt Czasowy – Temporary residence permit if you are married to a Pole
- Pole Card
- Students up to 26 years old in full-time education
- There are more options, but these are the main ones
2. In this article I will talk about opening a company in Poland in the form of LLC/TOV. This is the most common form of registering a legal entity – for foreigners and Poles themselves. In the Polish Republic it is called Spółka z ograniczoną odpowiedzialnością, abbreviate: sp. z. o. o.
Advantages of opening a company in Poland for foreigners
The advantages and characteristics of such a legal entity are presented below. As an entrepreneur you should understand “what you are signing up for,” so read the list below carefully:
- The minimum authorized capital of the spoolka is only 5,000 zt (approximately 1,250 euros).
- The owners risk only the authorized capital and the assets of Sp z o.o. , not their own property. Of course, the exception may be a violation of the law and fraud, then they can take everything 🙂
- Any foreigner: Ukrainian, Belarusian, Russian can register this form of property.
- It is possible to open a company in Poland online.
- Fast registration in court. If you submit all documents correctly at once, on average 7-10 days.
- Minimum set of documents from a physical person: passport with current validity.
- Participants of the company have equal to the size of their shares number of votes. In other words, the share of 40% of the company equals 40% of the vote.
- Ample opportunity to establish the arrangements, rights and obligations of co-owners in the Articles of Association of the LLC. This is your internal constitution, it can be spelled out for you.
- The possibility for each partner to control finances, to watch reports, to perform money transactions.
- No obligation to hire Polish citizens.
- 9% tax on net profit until the company makes 1200000 EUR. Then 19%. For example in Germany it is 30%, in Estonia it is 21%.
- No obligatory requirements to buy real estate or to make investments.
- You can get a residence permit in the Republic of Poland on the basis of your business, you do not need to be physically present on the Polish territory and you can operate your business remotely.
- It is possible to open a company in the Republic of Poland either by a single individual or by a group of founders. The shares in the company can be owned by another legal entity.
- Ability for owners to withdraw dividends at any time, not at the end of the year.
- Possibility to bring in a “procurator” (a person who deals with all the affairs while you are not there).
- Low cost directly to the register sp zoo in court: 350 zt.
- A convenient way to change any data in the company via the Internet.
Choose how to register a company in Poland
RP is quite loyal to foreign nationals and gives a quick and easy start to entrepreneurship for non-residents. It is possible to arrange the spoolka with physical presence, as well as online. Below we have made a comparative table.
The local legislation allows a non-resident to open a firm sp z.o.o. in two ways:
- Notarization. Physical presence is not necessary (you need to write a notarial power of attorney if you want to do everything remotely).
- Online registration. Produced by system 24, physical presence is not required, but electronic signatures of all board members are required. Again, these can be done remotely or upon arrival.
Of course, the cheapest, most profitable, and closes all the issues is online opening a company in Poland with a visit here. In this case, the visit is needed to make signatures, and the registration itself is done via the Internet. As a matter of fact, the notarial procedure is becoming less relevant, and only a small number of entrepreneurs choose it. This is due to the more expensive and lengthy procedure of company registration through a notary, which can take from 30 to 60 days. The advantages of registering with a notary are:
- A personalized charter, where the rights and obligations of each of the founders can be spelled out in detail (this is limited in the online method);
- additional protection against fraudulent actions such as changing board members or signing contracts on your behalf. After all, samples of signatures of all applicants are submitted to the court (in case of online registration, this requires separate actions after spool registration).
In the experience of our clients, 95% of businessmen choose online company registration and most of them come here and actually do it, usually combining “pleasant with useful”. Getting to know the partner engaged in the registration of LLC for them, looking at Polish cities, establishing contacts.
Open spolka in Poland by yourself or through an intermediary, I tell in this video:
Now begins the most interesting part. To open business in Poland over the Internet, you need to have “profil zaufany ePUAP“, or electronic signature (kwalifikowany podpis elektroniczny). All this is necessary to have for each member of the board. Since we have been doing business in RP for 6+ years, I can say with confidence – getting profil zaufany ePUAP, which is possible to register only with a PESEL number, the best option. This PESEL can follow you everywhere:
- filing of annual reports;
- opening a bank account;
- registering a car, etc.
Registering a company in Poland online
Before proceeding to the main stage of the online opening of the “spolka” in Poland, it is necessary to obtain a digital signature.
- Way #1 – make ePUAP.
- Way #2 – get an electronic signature (kwalifikowany podpis elektroniczny).
Obtaining a PESEL number to register the ePUAP profil zaufany
In the screenshot you can see, at the moment of registration Pz.gov.pl there is a mandatory PESEL field. This number is assigned to an individual on the basis of the “podstawy prawne” (legal basis).
How to make a PESEL number in Poland for firm opening
What do I need to get an identification number for individuals – PESEL?
A PESEL number, also known as an identification number, is issued on the basis of:
- Polish residence registration for more than 31 days (the most popular option).
- On the basis of the fact that you want to open a company in Poland (Less popular and risky).
- On the basis of the employment contract (automatic).
In each case, a PESEL number is issued immediately. But there is a problem – because of large queues and mass of intermediaries, you cannot just get to such a state body. That is why I recommend that you go to specialists for such help.
Aprooving the ePUAP profile
Once you receive the PESEL and authorize on the website, you must confirm your identity within 14 days. Only after that, the system will be able to identify you online and you will be able to do the necessary processing sp z.o.o. There are two convenient ways to confirm your profil zaufany:
Through various kinds of government agencies
We recommend the second way. In this case, you can easily give your username and password to the partner, who will open a company in Poland for you, and then just change it. In contrast to the bank password, which is not recommended to give to anyone.
Obtaining an electronic key to open the spolka
Второй способ, которым вы можете подписывать документы онлайн и зарегистрировать компанию — получение электронного ключа kwalifikowany podpis elektroniczny. Больше информации об этом ключе, какие виды документов им подписывают, читайте на официальном сайте польского правительства Biznes.gov.pl.
Мы же расскажем как это делается на практике. Заходим на сайт официального реестра компаний Nccert.pl, выдающих такие ключи и находим компанию, в которой хотим купить ключ.
The key itself is essentially a flash drive/disc with a special code. Fill out an application on the website, come and pick up the key with confirmation of your identity.
1) Make sure that you can open the company in the s24 system with this key.
2) Make sure the systems are compatible. From experience – one of our comrades was given a flash drive, which works only on Windows, although his system is MacOS
3) Such keys can be issued only by a certified partner and only by a Polish citizen
How does the registration of a company in Poland begin?
So you have a way to sign documents. Next we go to the website Ekrs.ms.gov.pl and create an account, where the further registration and opening of a company in Poland, payment of the application to the court and signing documents with the electronic key will be carried out. We will not make a technical instruction, it will take a lot of time and you will not be able to understand everything at once. Therefore, below we will tell you about the main points and nuances, which are important to remember.
Step 1 Organizational Processes
When opening an LLC, there are a lot of subtleties that need to be taken into account. At first glance, these are obvious and simple things, but you need to understand how to interpret them correctly. Most of the articles on the Internet write that in order to open a company in Poland you need:
- Name Sp z o.o.
- Type of business (PKD).
- Legal address.
- And distribute the shares among the owners of the company.
More on who the company president and founders are:
But, I assure you this is only the tip of the iceberg. In fact, there are a lot of other issues and “settings” of your firm, affecting its further existence. Below is a list of things that are important to consider when registering:
- Place of company registration in Poland.
- Who will be the Prezes zarządu (president of the company).
- Number of board members and their shares in the company.
- Data of each founder (Important: write name and surname as in the passport (in Latin alphabet). It is necessary to write: 1. Surname and first name, 2. Address of actual residence with zip code, 3. Address for correspondence in the territory of the Republic of Poland, 4. Passport series and number, date of issue and expiry, 5. PESEL number (if any), 6. Citizenship, 7. Father’s and Mother’s names).
- What is the authorized capital in sp z.o.o. do you plan to do?
- Distribution of shares in a company.
- Can the owners sell their shares without a general vote?
- Governing body (Who will be the governing body of the firm and will have the right to represent the firm and sign documents? Usually it is the owners, but there are also hired employees).
- The sole authority to sign and represent the interests of the firm.
- The right to make decisions independently, 2 times the authorized capital.
- Types of activities (it is necessary to select 10 types, which will be visible in KRS).
- The main type of business activity.
- The period of activity of the company.
- First year of financial statements.
On the subject of chips and useful tips on opening and running a business in the Polish Republic, I advise you to watch this video:
Step 2 Direct company registration in Poland
It gets easier from here. Once you have the answers to the questions in the last chapter, proceed to register in the system. The s24 system is not perfect. It has a tendency to “slow down”, so be patient 🙂
How to register a business in Poland in video format:
Step 3 Sign the documents and pay for the application
After you create all the documents in the system, you can pay for your application to the court and after successful payment, the documents are automatically sent to the court that is assigned to the legal address indicated when you registered your firm. More importantly, there are a number of other “consecrations” that no one talks about when you sign the papers. Without them your firm simply will not be registered:
- Oświadczenie członka zarządu o adresie do doręczeń (statements by a board member about the correspondence address on Polish territory)
- Oświadczenie członków zarządu o wniesieniu wkładów na pokrycie kapitału zakładowego (a statement by members of the management board on making contributions to the authorized capital)
- Oświadczenia do KRS o statusie cudzoziemca (application for the status of a foreigner in the RP)
- Umowa spółki z oo (Company Charter)
- Lista wspólników (HOA sheet)
Step 4 Obtain a KRS, REGION, NIP number
If all the data is filled out correctly and the documents “pass” in court, the company will be registered within 7 days. Sometimes they ask to bring/redo some documents. They may ask for a certificate of no criminal record. In any case, after the 7-day period, you can check your company data in the KRS system through this link.
Enter the name of your company in the search and download the KRS statement.
Each company in Poland is assigned a personal NIP (tax number), REGON (statistical number) and KRS (by it you can be found in the online registry of entrepreneurs). This is a ready-made company in Poland.
Step 5 Open a bank account
It is difficult to imagine a modern company operating without a current account. After receiving a statement from the KRS (which is essentially your company). The official website for business in the Republic of Poland has a whole list of banks recommended to you:
You choose any or several and go to open an account. Usually the procedure takes one day, but some banks send your request for an account to the main office. There, the decision is made within two days. And by the way, you can get a refusal. The fact of opening is the bank account number (numer rachunku bankowego) and your access as an account holder. If desired, you can ask for a plastic card for payments in the city.
Step 6 Registration with other mandatory authorities
A firm is open. Can I start a business activity? No. There are a number of actions and necessary registrations required from the current legislation. Namely:
- Signing a contract with the accounting department and legal address. The most important point. By choosing the right partner here at the start, you can save a lot of time and effort.
- Registration in the social insurance fund Zakładu Ubezpieczeń Społecznych (w ciągu 7 dni od rozpoczęcia działalności)
- Registration with the tax and statistical authorities. Głównego Urzędu Statystycznego i urzędu skarbowego (w ciągu 21 dni od rejestracji w Krajowym Rejestrze Sądowym)
- Registering your account with CEIDG (Centralna Ewidencja i Informacja o Działalności Gospodarczej) Special base of white payers. More info here
- Registration as a VAT payer. It is done either immediately at your request. Or after your company has made a turnover of 200 thousand zlotys. More info here
How not to get into penalties in Poland:
But that’s not all. There are activities that require special permits, registrations, etc. more about this here.
Here’s an example if you need to register to sell your product to the B2C market:
КWhen we help you open a firm in Poland, we work out in advance a whole list of tools that we will register for the client, for example:
- Help with authorization in paypal and integration with the legal account
- Company printing (without design approval)
- Profile in gov.pl (Main service of RP services)
- Profile in ZUS (Social Security Fund)
- Work permit for employees
- Apply for an EORI number
- Apply for an A1 certificate (you need it to delegate your employees to work abroad)
Summary. The electronic procedure for registering a company in Poland includes several steps (we take the most ideal option):
- Obtaining an identification number for individuals PESEL.
- Obtaining an electronic signature on the Government Services Platform-System ePUAP
- ePUAP Profile confirmation
- Filing the application in the S24 system, and we take care of filling out the form, you only need a signature, which we help you with. The application is then sent to the court
- Opening a bank account
- Registration with other authorities and services
Our company is ready to advise at any stage.
To open a company in Poland to the Ukrainian or Belarusian – there is a difference?
A frequent question that we are asked. Is the process of opening and running a company in Poland different for Ukrainians, Belarusians? The answer is simple: – No! Citizenship does not affect the process of opening a legal entity in Poland.
The only thing that would have been useful for me to learn 7 years ago is the concept: “Działalność nierejestrowa” – unregistered activity in the RP. An activity in which you can pay no taxes. Suitable for testing the demand on the Polish market, whether your product will be in demand.
There are a lot of nuances, so I advise you to read the original source.
The most important thing – “if the income from your activity does not exceed 50% of the amount of the minimum wage in force in a given year, i.e. in 2023: from January 1 to June 30, in no month will exceed PLN 1745, from July 1 to December 31, in no month will exceed PLN 1800.”
As long as you have not made 1,745 zt of revenue, you may not register an activity.
How much does it cost to open and run a company in Poland
At the end, we give you specific figures for the market with the costs that await you. It is important to understand that these are average market prices. Everything on the list below can be done for free or conditionally for free, knowing how and having the time to do it.
- 400 – 1000 euro opening sp z.o.o. with a partner. [One-time fee].
- Pesel/Signature. – 50-100 euros per person [One time]
- Legal address 25 euro/month
- Bookkeeping 100 – 150 euros/month
- Company seal 10 euros [One time]
This is the minimum set of costs waiting for you, both fixed and variable, because the accounting in RP counts from the number of documents per month. But there is also a tax component that we talk about in this article.
Good luck with your startup and business development in the RP, and by the way we are ready to help you with this covering maximum risk.