A limited liability company is one of the most commonly chosen legal forms in Poland right after a sole proprietorship (JDG). Its significant advantage lies in limiting financial risk to the loss of contributed capital. Contrary to appearances, it does not have to be founded by two or more partners. In the Polish legal system, there is the possibility of conducting business independently. Find out what the registration of a company looks like and where to start.
Company formation in Poland — What You Should Know About a Limited Liability Company?
A limited liability company is a suitable legal solution for companies with a small or medium scope of activity. As it has a legal personality, it operates on its own behalf, signing contracts with contractors, acquiring rights, and employing workers. Furthermore, it has legal capacity, so it can be a party in proceedings.
What makes establishing a company in Poland particularly attractive for entrepreneurs is the separation of its assets from those of the partners. In practice, this means that there is no possibility of freely transferring funds between the company’s account and the partner. Liability for the company’s debts and obligations (with minor exceptions) therefore lies with the company itself, not partners.
When is setting up a company profitable?
- You run a business in a risky industry or want to enter a new market.
- Your business is generating increasing revenue.
- You want to optimize ZUS contributions.
- You want the company to be run by at least a few people.
Establishing a Company in Poland — Company Agreement
An entrepreneur who wants to register a company in Poland can do so in two ways — traditionally (at a notary) or online (via the S24 portal). In both cases, the basis for starting a business is the preparation of a limited liability company agreement. The agreement contains basic information related to the company’s operation, namely:
- the company’s registered office and address (the registered office refers to the location where the company is located, while the address specifies its exact location),
- the company’s scope of activity,
- the amount of share capital (which cannot be less than PLN 5,000, with the minimum value of a share being at least PLN 50),
- defining whether a partner can own more shares in the share capital,
- the number of shares and the nominal value of all shares held by the partners,
- the duration of the company, if established.
Such an agreement is the basis for the operation of a limited liability company. In the case of sole proprietorships, it usually does not need to include additional elements, although if the company is established by several partners, it is recommended to prepare a more complex document.
Registering a Company in Poland, although it has become much more intuitive in recent years, requires legal consultation — especially for companies with multiple partners.
What does setting up a company in Poland look like?
As mentioned earlier, there are two ways to conclude a company agreement — electronically or in the form of a notarial deed. By opting for the latter solution, you must expect additional costs and a longer registration time. Such an agreement is submitted to the registry court, which involves waiting for registration. On the other hand, registering a company in Poland with a notary gives much greater freedom to shape provisions. This is particularly important if the partners have agreed on specific conditions and want to ensure that their interests are fully protected.
Notarial deed when establishing companies
After concluding the company agreement, the limited liability company operates in the “company in organization” mode, which means that obligations incurred during this period burden not only the company but also the management board members or representatives. Within six months of concluding the agreement, the partners are obliged to register the company in the National Court Register (KRS). This can be done online for a fee, which is currently PLN 250 for registration and PLN 100 for announcement in the Court and Commercial Gazette. If an entrepreneur decides on traditional registration at a notary’s office, the cost will be twice as high.
Establishing a Company in Poland via the Electronic System
The legislator has also enabled the conclusion of a company agreement through the S24 system. However, this solution is intended for simple companies that do not need to introduce specific provisions into the agreement. The system contains a ready-made template of the agreement, which cannot be modified. At present, entrepreneurs can establish four types of companies online through the system: general partnership, limited partnership, limited liability, and simple joint-stock company.
Registering a Company in Poland — National Court Register
The method of registering a company in the National Court Register (KRS) depends on how the company agreement was concluded. If this was done through the S24 system, then the activity can be registered only through this service. Consequently, the entrepreneur will not be able to submit an application through the Court Registers Portal. This solution is dedicated to companies that were established in the traditional form, i.e., at a notary’s office.
Currently, the application for registering a company in the KRS can only be submitted online. You have two options:
- S24 System — for companies that submitted documents through this system.
- Court registers portal — companies that concluded an agreement with a notary.
What benefits does setting up a company in Poland through S24 bring?
You can establish a company without leaving your home. The system is very transparent and will guide you step by step, ensuring you do not make mistakes.
The system contains standardized documents that you can fill out electronically, along with explanations for each field.
You do not need to use notary services, which translates to savings.
In the case of S24, court fees are lower than those charged by a notary (PLN 250 instead of PLN 500).
It is worth noting that every person signing the company agreement must have an active S24 account.
Unfortunately, setting up a company in Poland through the online system does not offer as many opportunities to shape the agreement. Furthermore, online registration prevents the modification of the financial year. An important inconvenience is also the obligation to cover the share capital exclusively with a cash contribution. Share capital is, of course, a key element of its operation, which can be contributed in cash or non-cash form, provided the partners agree. Additionally, the capital can be increased through additional contributions. All this information should be included in the company agreement, so partners who anticipate introducing specific contractual provisions should opt for setting up a company in Poland directly at a notary’s office.
Company in Poland – Legal and Tax Advisory
In summary, setting up a company in Poland involves many steps and decisions that are worth consulting with a legal or tax advisor. Understanding all aspects of setting up a company is crucial for future business and allows for better adjustment of activities to one’s own goals and needs. This is particularly important for clients who are not fully familiar with the Polish legal system, and setting up a company in the Polish language is a completely new challenge for them. For any questions regarding procedures and next steps in establishing a business, we encourage you to contact us by phone or email. We will be happy to answer any questions and dispel any doubts.