Poland - Legal Form: Sp z.o.o. - Limited Liability Company

Minimum Capital Requirement: PLN 50,000

Notarise company agreement
PLN1,010 notary fee + 0.5% over PLN60,000 + 22% on top of notary's fee (VAT) + 0.5% of share capital (civil law transaction tax)
Maximum notary cost cannot exceed six times the average monthly wage (i.e. 2,277.40 PLN x 6 = 13,664.44 PLN) plus VAT and civil transaction tax.

For setting up whole company (tax, social insurance, etc. included), a lawyer would normally ask for PLN5000 up to PLN25,000.
Obtain "REGON" number (statistical number)
REGON - Rejestr urzedowy podmiotw Gospodarki Narodowej Official Register of Entities of National Economy) is obtained at local statistical office (US - Urzad Statystyczny). The Region number should be obtained prior to registration of the Company in the National Court Register within 14 days as from the date of the notarial deed.
Deposit paid-in capital at the bank
To open a bank account a limited liability company has to provide the bank with the Founding Deed and a REGON certificate.
File Articles of Association registration date, registration number with the Tax Office; Obtain tax identification number (NIP)
In order to obtain tax identification number (NIP), the Company must provide the following documents: notarial deed on setting up thereof, company's excerpt from the register, confirmation of assignment of REGON" (statistical number), list of all agreements for bank account, agreement for office rental.
Register for VAT
The Company is required to register for the purposes of VAT by the 20th day of a month following the month of starting its business activity. The registration should be submitted with the Tax Office as referred to in Procedure 4. The Company is required to provide information concerning: its business name and legal form, REGON" (statistical number), date of commencement of its business activity, address of its registered office.

If the Company is planning to conduct foreign trade activities within territory of European Union in the future, it would also be obliged to register as a VAT EU taxpayer. The Company should submit an application for registration as the VAT EU taxpayer before commencing its foreign trade activity within European Union. However, it should be noted that prior to registration as the VAT EU taxpayer, the Company should be registered as a regular VAT taxpayer.
Register in the Register of entrepreneurs maintained by the National Court Register
PLN1,500 (=PLN1000, registration fee + PLN500 publication cost)
Documents required for registration:

(i) Articles of Association of the Company,

(ii) representation of all Management Board members that the contributions towards the share capital have been made by all shareholders in full,

(iii) shareholders list,

(iv) Notarised specimens signature of all Management Board members

(v) document confirming appointment of the members of corporate bodies (i.e. Management Board and supervisory body, if any).

At the Court the company obtains number and date of registration. The announcement on the company's registration is published in Monitor Sadowy i Gospodarczy court gazette. The text of announcement is prepared and forwarded for publication ex officio by the court.

On 14 November 2003 (with effect as of 1 January 2004) an amendment of Law on Economic Activity and some other laws was adopted by the Polish Parliament.

In particular, the company may file together with its application to register the company at the State Court Register (Court of Registration):

(i) an application to be registered in the register of economic entities (REGON) maintained by the State Statistical Office and

(ii) application to receive a tax identification number (NIP) given by tax authorities.

The court of registration is ex officio obliged to send the REGON application to the relevant State Statistical Office and NIP application to the tax office indicated by the applicant immediately and not later than 3 days after the entry to the court register has been made.

However, it is still advised for all companies to have their REGON and NIP applications filed separately as such bundled filing proves more time-consuming and, in practice, the Company may not carry on its activity prior to the registration in National Court Register and further obtaining of REGON and NIP number. In addition the court decides when subject documents are to be sent to the relevant authorities, which in some instances may result in unexpected extensions of the whole registration procedure. As a result, most companies choose to file the REGON and NIP applications directly.

New time limits have been introduced - the judge is required to issue a decision within 14 days; in case any hindrance from registration occurs the judge is obliged to issue a decisions within 7 days from the date such hindrance has been removed; in case the examination of the application requires an open hearing this has to be done not later than within a month. However, the time limit is not strictly binding.

On 21 August 2004, the Economic Freedom Act came into force. The Act foresees electronic registration, as well as the establishment of a one-stop shop. It will allow entrepreneurs to apply for the NIP and REGON, and register with Social Insurance Office (ZUS) at one office. These systems are planned to be in place by early 2007.
File amending application for "REGON" number with the Statistical Office
Once the company is registered with the National Court Register, it is required to file with the Statistical Office an amending application to update the company data (delete in organization next to the company name). Obtaining REGON number and NIP (tax) number before registration at court is not obligatory.
Panstwowa Inspekcja Sanitarna (National Sanitary Inspection) will be notified within 30 days of the commencement of business.
Register the company at the local Social Insurance Office (ZUS) for social insurance payments
All social insurance and similar registrations are performed in ZUS (Zaklad Ubezpieczen Spolecznych). Company has 7 days to register after hiring the first worker. Along with application, the Company should, inter alia, attach NIP number and REGON number decisions.

Although it is not required by law to have NIP number at the time of registration for ZUS, in practice the software system used in ZUS does not accept entries without NIP number.
Register the company at The National Work Inspection
Panstwowa Inspekcja Pracy (National Work Inspection) will be notified within 30 days of the commencement of business (the State Labor Inspectorate takes the "commencement of business" to mean the date on which the first employee was hired), the company must inform the relevant labor inspector in writing of the location, type and scope of business.