Polish Spółka (Sp Z o.o.) Company Formation
‘Spółka z ograniczoną odpowiedzialnością’ translates to ‘Limited Liability Company’. Abbreviated to sp z o.o., it is a company structure identical to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a sp z o.o. are liable to lose only the value of the share capital to which they subscribe.
The sp z o.o. is the most common form of incorporation in Poland for small and medium sized companies, the incorporation process takes less than four weeks and ready made companies are available for immediate trading.
Company names in Poland must be pre-approved for availability and acceptability by the National Court Register (KRS); after you have submitted the proposed name of your company to us; we can often obtain approval within several hours. You can carry out a free name check now using our Company Name Check service. Your company name must be unique and not deceptively similar to the name of any other Polish company; it can be in any language using the Latin alphabet but must contain the suffix spólka z ograniczona odpowiedzialnoscia or, the abbreviation spólka z o.o. or sp. z o.o to denote Limited Liability. The use of certain words, such as ‘bank’, ‘insurance’ and ‘group’ require special permission.
All companies are required to have a registered office in Poland, where legal company documents and correspondence may be served. We 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. Corporate directors are not permitted. 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. There are no restrictions on the nationality or residency of the shareholders, 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.
Typically it 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.