Poland has become an attractive destination for foreign investors due to its strategic location, large consumer market, skilled workforce, and favorable business environment. If you’re considering establishing a company in Poland, this guide will walk you through the essential steps.

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1. Understand the Legal Forms of Companies in Poland

Foreign investors can choose from several types of companies, the most common being:

  • Limited Liability Company (Sp. z o.o.) – Most popular among foreigners due to limited liability and simple structure.
  • Joint-stock Company (S.A.) – Suitable for larger businesses with many shareholders.
  • Branch or Representative Office – Useful if you want a presence without full incorporation.

2. Choose the Business Activity and Company Name

  • Business Activity: Define your main business activities using Polish Classification of Activities (PKD) codes.
  • Company Name: Choose a unique company name that complies with Polish regulations (cannot be misleading or identical to existing companies).

3. Prepare the Company’s Articles of Association

  • Draft the Articles of Association (for Sp. z o.o. or S.A.) which specify the company’s structure, shareholders’ rights, and operational rules.
  • It can be done in Polish or bilingual (Polish + foreign language), but the official document must be in Polish.

4. Deposit Share Capital

  • Minimum share capital for a Sp. z o.o. is PLN 5,000 (~€1,100).
  • The capital must be deposited into a Polish bank account or contributed in kind before registration.

5. Register the Company with the National Court Register (KRS)

  • Submit an application to the KRS including:
    • Articles of Association
    • List of shareholders
    • Details of company management
    • Proof of share capital payment
    • Business address in Poland
  • The registration process usually takes 7-14 days.

6. Obtain a REGON Number (Statistical Number)

  • After registration, the company will receive a REGON number from the Central Statistical Office, which is necessary for official statistics and administrative purposes.

7. Register for Tax Purposes (NIP Number)

  • Apply for a NIP (tax identification number) with the tax office.
  • Register for VAT if the company’s turnover is expected to exceed PLN 200,000 or if the business deals with VAT-taxable activities.

8. Open a Corporate Bank Account

  • Required for daily operations, salary payments, and capital transactions.
  • Choose a bank that supports foreign investors and offers multi-currency accounts if needed.

9. Register for Social Security (ZUS)

  • If you plan to hire employees, register the company and employees with the Social Insurance Institution (ZUS) to handle social security and health insurance contributions.

10. Obtain Necessary Permits and Licenses

  • Depending on your business activity, additional permits or licenses might be required (e.g., for financial services, food production, or transport).

11. Comply with Ongoing Legal and Accounting Obligations

  • Maintain accounting records according to Polish accounting standards.
  • Submit annual financial statements to the KRS.
  • Pay applicable taxes on time.
  • Keep up with labor law regulations if employing staff.

Additional Tips for Foreign Investors

  • Hire a local legal advisor or consultant: To navigate complex local regulations and language barriers.
  • Consider using the “one-stop-shop” online platform: Poland offers online company registration portals to speed up the process.
  • Understand the cultural and business environment: Networking and local knowledge can greatly benefit your venture.