Poland Limited Company Incorporation

Poland Limited Company Incorporation

Incorporate a spółka z ograniczoną odpowiedzialnością (sp. z o.o.)

Our full range of company secretarial services will make the initial setting up and management of your company straightforward. The services we provide permit non-residents the opportunity to incorporate a company in Poland.

After you have submitted the proposed name of your company to us, approval can be obtained 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.

We obtain your REGON (Rejestr urzedowy podmiotw Gospodarki Narodowej) number from the statistical office (Urzad Statystyczny) prior to registration of your company at the National Court Register. This number is unique to your company and identifies various details including the company’s business sector.

We then present the Memorandum and Articles of Association of the company to the National Court Register, a certificate of incorporation will be issued and your new company is incorporated.

The general time scale for a full incorporation is three to four weeks.

A Polish company is required to register for VAT within 20 days of starting its business activity. The VAT registration is submitted to the Tax Office and includes your company name and legal form, the company’s REGON number, the date you commenced business activity and your registered office address in Poland.

If your Company is planning to conduct foreign trade activities within the European Union, it should 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.

Formacompany has over 20 years of experience forming companies in Poland and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to set up a Limited Liability Company / sp. z o.o. in Poland

To begin incorporation of your limited company we will require the following:

  • Your company name
  • The full name, date of birth, address and nationality of all directors
  • The full name and address of all shareholders

Documents you are required to provide:

  • Proof of identity (passport, national identity card, photographic driving licence).
  • Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)

Registered Office

  • An sp z o.o. must have a registered office and a resident agent. The registered office must be a physical address in Poland as it is where documents may be legally served on the company; a suitable office is included as part of our Standard Company Formation Package.

Share Capital requirements

  • The minimum share capital of a Polish limited liability is PLN 5,000 (appx €1250
  • The lowest permitted value of a single share is PLN 50 (appx €12).
  • Shares in a limited liability company are rights, not securities, so share certificates are not issued.
  • The share capital must be fully paid up upon incorporation

Ready Made Companies

  • We have shelf companies in Poland currently available, with standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.

What you receive after setting up your new business

The set of corporate documents for an sp. z o.o. in Poland will always include:

  1. Minutes of the first inaugural meetings (showing all appointments of officers and allocations of shares)
  2. Copies of the Memorandum of Association and Articles of Association
  3. Original Certificate of Incorporation
  4. Copy of the Declaration of Compliance

Additional documentation may include special powers of attorney, additional corporate resolutions.

5 Advantages to Setting up a Limited Liability Company/ sp. z o.o. in Poland

  1. A Polish spółka z ograniczoną odpowiedzialnością needs only a single director. Whilst we recommend you have a resident director for practical reasons, there is no restriction on nationality or residency and corporate directors are permitted.
  2. 100% foreign ownership of a sp. z o.o. is permitted. Only one shareholder is required and there are no restrictions on residency or nationality. Whilst a shareholder register must be kept at your registered office, if you require a greater degree of confidentiality for the company’s beneficial owners, nominee shareholders are permitted and we can provide this service for you.
  3. A Limited Liability Company gives a greater degree of business credibility. Operating your business as a limited company is more credible and prestigious than operating as a sole trader. Furthermore, the company’s name is protected and incorporation protects the name from use by another limited company.
  4. A Limited Liability Company limits the risk to which all stakeholders are exposed. Trading as a Limited Liability Company limits the risk to which all stakeholders are exposed. A limited company is a legal form of a business organisation, which is classed as an entity that 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 limited liability company are only liable to lose the value of the share capital to which they subscribe.
  5. A Limited Liability Company has a less brittle management structure. The company can continue to trade despite the death, resignation or bankruptcy of members. The appointment, retirement or removal of a director is straightforward.

Important Information about Incorporating a Limited Liability Company/ sp. z o.o. in Poland

    • The company must have a Management Board, which may consist of one or more members. Under Polish law, only individuals and not corporate bodies can be members of the Management Board. There are no restrictions on the nationality or domicile of the Management Board.
    • For practical reasons, it is advisable to have at least one person authorised to represent the company available in Poland for signatures and declarations. As a general rule, if the Management Board consists of more than one person, the company is represented by two members of the Management Board acting jointly or by one member acting jointly with a commercial proxy. The Deed of Association can provide for representation by one member of the Management Board.
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