Polish Spółka (Sp Z o.o.) Company Formation
A Sp Z o.o. company is the most common form of incorporation in Poland for small and medium sized companies offering a quick incorporation process. This company type is equivalent to a limited liability company offering shareholders liability limited to their initial shareholding. All companies are registered at the National Court Registry (KRS). Once your company is registered a REGON number will be issued.
All company names must be unique and should contain the suffix spólka z ograniczona odpowiedzialnoscia or the abbreviation Sp Z o.o. Company names in Poland must be pre-approved for availability and acceptability by the National Court Register (KRS), they will only refuse a name if it is identical, almost identical or phonetically the same as a name already registered or implies state sponsorship. Use of certain words such as Bank, Insurance and Group will require special permission.
All companies are required to have a registered office in Poland, where legal company documents and correspondence may be served. We can provide a registered office as part of our incorporation package.
Only one director is required to incorporation a company in Poland, this must be an individual and not a corporate entity. There are no restrictions on the nationality and residency of directors but for practical reasons we recommend a resident director. A register of directors must be kept at the company’s registered office in Poland.
Only one shareholder is required and this may be an individual or corporate entity. There are also no restrictions on the nationality or residency of the shareholders meaning 100% foreign ownership is permitted. A shareholder register must be kept at the registered office.
The minimum share capital is PLN 5,000 (approximately EUR 1,250) with the lowest permitted share value being PLN 50 (approximately EUR 12).
Polish companies are required to prepare accounting records that must be kept at the registered office in Poland and submit annual financial statements within three months following the end of the financial year. Auditing of the accounts is only required if the company exceeds a certain size.
Once we have received all the require documentation and approved the company name it typically takes three to four weeks to fully incorporate a company and receive the REGON number.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
There is no requirement to visit Poland in order to incorporate a company.