The reasons why foreign entrepreneurs prefer to start business in Poland include low cost of company registration, sound business regulations and easy access to EU markets, etc. If you're interested in Poland as your business destination, this text will reveal how you can get started. You may also find information on the costs you might incur during the process.
Please note: The information provided herein is abstract, for further details you should contact Polish lawyers.
Firstly, how do you open a business in Poland?
There are two main ways of setting up a business in Poland. You can use the traditional method, through a notarial deed or use the online method through the internet. The online method uses the S24 portal that is managed by the Polish Ministry of Justice.
Opening a company online in Poland
To get started with the online company registration in Poland, you should obtain an electronic signature ePUAP profile or a qualified signature. To create the ePUAP profile, you should provide your personal ID and PESEL number. Without these, it may be impossible to register your company online in Poland. Every document you prepare needs to be signed by an e-signature..
Online registration processes via S24
All personnel involved in the company registration processes are required to have an account in the ePUAP electronic signature and S24. And also, as you commence with the application process, the following documents should be ready:
- A PESEL number (obtained in the country);
- A valid passport (for foreigners);
- The company's list of shareholders;
- The company's list of board members;
- The activities of the company in accordance with the Polish classification system of activities;
- A statement on the option of selling shares (clarifying the value of the shares, which should be a minimum of 50 PLN/share), and the available number of shares;
- The company's representation and decision making bodies should also be revealed.
Signing documents in S24
All documents have to be signed using the qualified electronic signature or e-PUAP signature. The articles of association will have to be signed by stakeholders, while the statement of paid capital, shareholders list, and application (for entry in the Court Register) will be signed by the management board of the company. It's possible for shareholders to be also in the management board and, thus be able to sign the later documents (as board members and not partners). Foreigners who don't bear any limitations can also be shareholders and board members of the company.
• The fee that is paid for entry in the National Court Register amounts to PLN 250
• The charges for announcing the company's first entry in the Polish Ministry of Foreign Affairs amounts to PLN 100.
After completing registration in the Court Register, you should obtain a REGON from the statistical office and a NIP from the tax office.
Opening a company at a notary in Poland
If you're interested in setting up your company at notary,
- you can use tailor made articles of association;
- you don't need to get ePUAP or PESEL.
- and, you need the power of attorney if you are using a representative for the proceedings.
The following information is needed by the notary to register a business in Poland:
- Shareholders details that include:
- Full names, parents names, personal identification documents, marital status, PESEL, residence address, etc;
- Companies information including:
- company name, registration numbers, NIP, REGON, registered office address, company HQ, share capital amount (minimum of 5000 PLN), PKD numbers (revealing company's business activities);
- number of shares and the nominal share value (minimum 50 PLN/ share in Poland), the amount of shares that can be attributed to each shareholder, and the capital payment method;
- The number of persons who make up the board and the manner through which they will represent the company.
- Share data such as:
- Management board information:
The costs of opening a company with a notary
The notary fees largely depend on the share capital amount of the business. For a business with a minimum share capital of the value of:
- 5,000 PLN - they will attract 160 PLN;
- Between 5,000 & 10,000 PLN - they will be charged 160 PLN plus 3% on the 5,000 PLN surplus;
- Between 10,000 & 30,000 PLN - 310 PLN plus 2% on the 10,000 PLN surplus;
- Between 30,000 & 60,000 PLN - 710 PLN plus 1% on the 30,000 PLN surplus;
- Between 60,000 & 1,000,000 - 1,010 PLN plus 0.4% on the 60,000 PLN surplus.
The charge for the articles of association will be supplemented with the fee for the number of copies that are issued. In Poland, the cost per individual copy is 6 PLN plus 23% VAT.