The Location:
The Republic of Poland is located in Central Europe; bordered by Germany to the west; the Czech Republic and Slovakia to the south; Ukraine and Belarus to the east and, Lithuania and the Russian exclave of Kaliningrad to the north. The capital is Warsaw; the official language is Polish, and the currency is Polish Zloty (PLN). Poland is a member of: the European Union (EU); the Schengen Area; the World Trade Organiszation (WTO); the General Agreement on Tariffs and Trade (GATT); the United Nations (UN), and the Council of Europe (COE), among others.
Key Benefits & Features of Company Formation:
- There are five main company formation options: Joint Stock Company (SA); Limited Liability Company (Sp. z.o.o); Limited Partnership; Limited Joint Stock Partnership; and General Partnership (Registered Partnership).
- Foreign investors also have the option to set up a Sole Trader, a Branch, or a Subsidiary.
- Procedure for registration can generally be completed within one month – depending on type of company.
Joint Stock Company (SA)
- A preferred option for larger companies.
- Requires a minimum share capital of PLN 100,000- 25% of this amount is required to be paid-up at the time of the incorporation.
- There can be more than one founder.
- Shareholders are only liable to the extent of their capital contribution.
- Companies can be listed on any Stock Exchange, with a required nominal value of PLN 0.01 per share.
- Requires an Executive Board and a Supervisory Board Company has unlimited liability.
Limited Liability Company (sp. z o.o.)
- Most common type of commercial company.
- Requires a minimum share capital of PLN 5,000, with the nominal value of no lower than PLN 50 per share, which can be freely traded on the market.
- Must be founded by at least one member.
- Preferred option due to the limited liability of its members.
- Short incorporation time-frame
- Requires an Executive Board
- When the company has an initial capital of more than PLN 500,000 and more than 25 Shareholders, a Supervisory Board is compulsory.
- Is required to pay the corporate income tax and VAT.
Limited Partnership (sp.k)
- Commercial partnership that is suitable for a business of any scale.
- No minimum share capital requirements.
- Must have two founders; natural persons or corporate body.
- Two types of partners: a general one with unlimited liability, and a limited partner that is liable only for a specific amount, as detailed in the Articles of Association.
Limited Joint Stock Partnership (S.K.A.)
- Required minimum share capital is PLN 50,000, with a minimum nominal value of PLN 0.01 per share.
- Requires an ‘active partner’, and a passive partner shareholder (provider of capital).
- Company does not have a legal personality, but does have legal and judicial capacity.
- Required to pay VAT.
- General partner has unlimited responsibility for the partnership's obligations.
- Shareholders are not liable for its obligations.
General Partnership (Registered Partnership) (sp.j.)
- A preferred option for smaller companies.
- No minimum capital requirement.
- Requires at least two entities or partners; natural persons or corporate body.
- Partners are fully liable for their obligations up to the full value of their assets.
- Does not have a legal personality but has legal and judicial capacity.
- Required to pay VAT.
- Individual partners are required to pay income or corporate tax (dependant on partner's legal status).
Additional Information:
- All companies must be registered at the National Court Register (KRS).
- Most business entities require a document that proves the incorporation of the company.
- Notarial deed required for incorporation of joint-stock companies, limited liability companies, limited partnerships and limited joint stock partnerships.
- All companies must be registered at the Social Security Office, and relevant tax authorities.
- VAT registration required.
- A separate bank account is required for a company, within which the minimum share capital needs to be deposited.