Poland - Business Program
Unlock New Opportunities in Poland
How Emmigranz Can Assist with Poland LLC Opening and Residency
The Polish Limited Liability Company (LLC) – Sp. z o.o. (spółka z ograniczoną odpowiedzialnością) is the most popular business and investment structure in Poland. Approximately 95% of company registrations and foreign investments are LLCs due to their advantageous structure compared to other corporate forms, such as Joint Stock Companies (JSC) or Partnerships, which may involve higher bureaucracy or lack liability limitations. As a result, LLCs are the preferred choice for investors as Special Purpose Vehicles (SPVs).
FAQs
Processing times can vary, but it generally takes around 15 working days. It is advisable to apply well in advance of your planned travel dates.
Extensions may be possible under certain circumstances. However, you must apply before your current visa expires and provide justification for the extension.
Participants can enjoy access to a growing market within the EU, networking opportunities with local businesses, and support with navigating Polish regulations and compliance requirements.
Yes, Emmigranz is here to assist you with all your requirements. Our team of experienced immigration consultants specializes in helping businesses and individuals with visa applications and compliance in Poland. We provide tailored guidance throughout the entire process, ensuring that you have the support you need.
For comprehensive information about doing business in Poland, Emmigranz can help. We offer resources and expert advice to navigate the local market effectively. Additionally, we can connect you with local chambers of commerce and official government websites that provide valuable insights for international businesses looking to establish themselves in Poland. Let us help you make your business journey smooth and successful!
Documents required to register LLC in Poland
1. Identification Document: Passport or ID for individual shareholders.
2. Company Excerpt: Good standing certificate indicating authorized signatories for corporate shareholders.
3. Notarial POA: Power of Attorney for LLC registration to avoid visiting Poland.
4. Sworn Translations: Translations of required documents (excluding ID).
5. Legalization or Apostille: Legalization or Apostille of the documents (excluding ID).
1. Popular Choice: Preferred by approximately 95% of foreign investors.
2. Liability Protection: Provides safety and limits liability for shareholders.
3. Efficient Process: Offers a reasonable level of bureaucracy and fast incorporation and registration in the Polish Company Register (KRS).
4. Tax Benefits: Enjoys beneficial corporate taxation (0% Estonian CIT; 9% for revenues up to 2 million EUR, 19% above that threshold).
5. Flexibility: Adaptable to corporate changes.
6. Versatility: Suitable for small, medium, and large investments.
1. Decide on LLC features
2. Complete paperwork
3. Execute Articles of Association
4. Submit KRS registration form
5. Complete reporting
How Emmigranz Can Help
Emmigranz offers comprehensive services to facilitate the formation of your LLC in Poland and assist with obtaining residency. Our expert team ensures a seamless process, allowing you to focus on your business while we handle the administrative and legal requirements. Here’s how we assist:
- Consultation and Planning: Personalized consultations to understand your business needs and tailor our services accordingly.
- Document Preparation: Assistance in gathering and preparing all necessary documents for LLC formation and ensuring they meet Polish legal standards.
- Registration Process: Handling the entire registration process, including submitting documents to the Polish Company Register (KRS).
- Obtaining Residency: Guiding you through the process of obtaining residency in Poland, including the preparation and submission of required documents to the relevant authorities.
- Ongoing Support: Continuous support to address any legal or administrative issues that may arise post-incorporation.
By choosing Emmigranz, you benefit from our expertise and commitment to providing efficient and reliable services, ensuring a smooth and successful business setup in Poland.
What is the Required Time for LLC Formation?
The time required for forming an LLC in Poland depends on the chosen mode of incorporation:
1. Online Incorporation: Takes approximately 1 to 5 working days.
2. Notarial Incorporation: Takes approximately 1 to 2 months.
Limited Liability Company in Poland — Key Facts
Number of Founders: At least 1 shareholder.
Method of Incorporation: Signing Articles of Association at the Notary or online via a designated portal.
Minimum Share Capital: 5,000 PLN, payable in cash or as an in-kind contribution.
Minimum Value of Each Share: 50 PLN.
Taxation of LLC: 9% CIT for revenues up to 2 million EUR, above 19%, alternatively 0% of Estonian CIT.
Shareholder Eligibility: No restrictions, foreigners may be shareholders.
Director Eligibility: No restrictions, foreigners can act as Directors. Directors must have a clear criminal record concerning corporate and business crimes.
Formation Time: 1-5 days for online incorporation, 1-2 months for notarial incorporation.
Auditing Requirement: Mandatory if 2 out of 3 conditions are met: employment exceeds 50 employees, assets exceed 2.5 million EUR, or revenues exceed 5 million EUR.
Reporting Requirement: Mandatory annual reporting to the KRS (National Court Register).
Liability of Shareholders: Shareholders hold no liability for LLC debts.
Liability of Directors: Directors hold no liability for LLC debts provided they timely report insolvency to the Court.
Procedure for LLC Incorporation in Poland
Fill in the LLC Questionnaire: Emmigranz assists you in completing the necessary questionnaire to gather all required information.
Complete Paperwork: Our legal team will help you prepare all the necessary documents, ensuring they meet Polish legal standards.
Execute Articles of Association: Facilitating the signing of the Articles of Association, either at the Notary or online.
Submit LLC Registration Form to KRS: Handling the submission of your registration form to the Polish Company Register (KRS).
Complete Reporting Requirements: Ensuring all required reports are submitted timely to comply with Polish regulations.
Stage 1 – Fill in the Questionnaire: Defining the key characteristics of your future entity with the assistance of a specialized attorney by completing a designated LLC establishment form, which includes:
1.Name of Your Future Entity: Deciding on a suitable company name.
2. Share Capital: Must be no less than 5,000 PLN.
3. Value of Each Share: Typically set at 50 PLN per share.
4.Shareholders: Determining who the shareholders will be and their respective ownership percentages.
5. Authorized Signatories: Usually 1 to 3 individuals authorized to act on behalf of the company.
6. Rules of Representation: Deciding whether representation will be by one person acting alone or two persons acting together.
7. LLC Objectives and Scope of Business: Defined by PKD codes (Polish Classification of Activities).
8. Other Tailored Regulations: Desired by the future shareholders.
Stage 2 – Complete Paperwork: Gathering the necessary documents required for LLC formation, as detailed in the section “What documents are required to register an LLC in Poland?”
Stage 3 – Execute Articles of Association: Executing the Articles of Association, which can be done in two ways:
1. Remotely via the S24 Online Portal: Available for individuals or legal persons with a Polish Trusted Profile or eIDAS-compliant e-signature.
2. Traditionally at the Notary Public Office: Involves wet signatures and is not restricted by special requirements, though it is slower and excludes the ability to establish the LLC in the online fast track.
Stage 4 – Submit LLC Registration Form to KRS: Registration forms must be submitted to the National Court Register (KRS) and cannot be submitted in paper form. The application can be submitted through:
1. S24 System: For online LLC establishment.
2. Court Registers Portal (PRS): For traditional LLC establishment.
Both systems require submission of basic information about the new LLC and the constitutional documents, including:
1. Articles of Association
2. Directors' Appointment Resolutions
3. Confirmation of Share Capital Payment (required only in PRS)
4. Various Other Statements: Director appointment consents, address statements, foreigner statements, etc.
Stage 5 – Complete Reporting Requirements: Once the LLC is entered into the National Court Register, new directors must fulfill post-registration compliance, which typically includes:
1. Reporting Beneficial Owner to CRBR / UBO Register: Within 2 weeks.
2. Paying PPC Tax: Registration tax of 0.5% calculated from the amount of share capital and submitting the relevant tax return within 2 weeks, unless collected by the notary public.
3. Submitting Tax Information Form (NIP-8): To the competent tax office within 3 weeks.
Emmigranz is here to aid you at every stage, ensuring a smooth and efficient process for LLC formation and compliance with Polish regulations.
Corporate Income Tax (CIT)
- 9%: For small taxpayers (turnover less than 2 million EUR).
- 19%: For larger taxpayers (turnover more than 2 million EUR).
- Discounts and Exemptions: Available for Special Economic Zone Investments, Estonian CIT (0%), IP Box (5%), or R&D relief.
Value Added Tax (VAT)
- 23%: Standard rate for most goods and services.
- 0%: Standard intra-community rate.
- Other Rates: For selected services and goods.
Dividend Withholding Tax (WHT)
- 0%: EU exemption for subsidiaries.
- 19%: Standard rate.
- 5%, 10%, 15%: Depending on double tax treaties.
Interest and Royalties Withholding Tax (WHT)
- 0%: EU exemption for subsidiaries.
- 20%: Standard rate for royalties and interest.
- 5%, 10%, 15%: Depending on double tax treaties.
Transfer Pricing Requirements
- Documentation: Must prepare TP documentation for:
- Financial transactions over 10 million PLN.
- Other transactions over 2 million PLN.
- Transactions with tax havens over 0.5 million PLN.
Key Features
- Independent Legal Entity: An LLC is a separate legal entity from its shareholders, able to hold its own credits and debts.
- Foreign Capital Control: EU and non-EU nationals can establish and operate an LLC without restrictions.
- Minimum Share Capital: 5,000 PLN (approx. 1,250 EUR), covered by monetary or non-monetary contributions (not services).
Representation
- Board of Directors: Must include at least one person. The rules of representation can be defined in the Articles of Association. A company may also be represented by a regular proxy (pełnomocnik) or a registered proxy (prokurent).
Shareholders Meeting and Supervisory Board
- Superior Authority: The Shareholders Meeting is the superior authority of an LLC. A Supervisory Board is mandatory if share capital exceeds 500,000 PLN and the number of shareholders exceeds 25.
Liability
- Shareholders: Not liable for the company's obligations, risk limited to their share value.
- Directors: May be held liable if they fail to file for insolvency within 30 days of becoming insolvent, per Polish Insolvency Law.
FAQs – LLC in Poland
- Every LLC has NIP (tax ID), VAT, EU VAT, REGON (statistical number), and may have EORI (customs) and BDO (waste register).
- Primarily corporate income tax at 9% and 19% unless exemptions apply.
Participants can enjoy access to a growing market within the EU, networking opportunities with local businesses, and support with navigating Polish regulations and compliance requirements.
- In fast-track online mode, within 1 to 3 days.
- Passport or ID (individual shareholders) or company excerpt (corporate shareholders), and a notarial power of attorney, along with legalization/Apostille.
