Can a foreigner establish a limited liability company in Poland? Yes, of course! He may serve on its management board, but he does not have to. A company can be registered online from anywhere in the world, so it is possible to run and own a company in Poland without ever being on its territory. It is worth noting that owning a company in Poland is not tantamount to a residence permit. See how to register a limited liability company quickly and legally.
LLC in Poland – general information
A limited liability company in Poland can be established by any civil law entity – i.e. a natural person, a legal person or an entity without legal personality. The exception to this rule is a single-member limited liability company if a limited liability company in Poland is going to be a one-person company as well.
What do you need to know about establishing a limited liability company in Poland?
- Establishing a limited liability company requires writing down articles of association in the form of a notarial deed (or online articles of association via S24 system) and making an entry in the National Court Register.
- Natural persons, legal persons and persons without legal personality may become partners, regardless of citizenship and place of residence.
- Management board members dispose of rights and incur obligations, for which they are fully liable with all their assets. However, it is possible to secure private assets, limiting the risk to the amount of your own contribution.
- You have the right to sell the company in the future or pass it on to your successors.
Establishing a limited liability company in Poland involves many formalities, so it is worth using the help of an experienced law firm such as CMM. If you decide to set up a company, you can do it in two ways. The first method is to conclude a limited liability company agreement online (based on the template agreement on the S24 portal). The second option is to conclude a limited liability company agreement in the form of a notarial deed. The notary, as a person of public trust, will ensure that the contract complies with the law. The legal relationship of a limited liability company will be shaped according to the will of its partners, taking into account solutions that will help prevent many problems in the company’s operations in the future.
How to set up a limited liability company in Poland?
You already know that a limited liability company can be established online or at a notary. Check how to register LLC in Poland in the traditional way (in the form of a notarial deed).
This form requires all future partners of the company to appear at the notary’s office. When creating a partnership agreement, you should be guided by the provisions of Art. 157 § 1 of the Commercial Companies Code, which indicates mandatory elements of the company agreement. These include:
- company name (name) and registered office,
- subject of the company’s activities,
- amount of share capital (at least PLN 5000),
- information whether a partner may have more than one share,
- the number and nominal value of shares taken up by individual partners (nominal value cannot be less than PLN 50),
- duration of the company (if specified).
Optional provisions of the company are:
- the possibility of increasing the company’s share capital without changing its articles of association,
- possibility of redeeming shares,
- issues of possible subsidies,
- dividend payment,
- possibility of selling and pledging shares,
- convening ordinary and extraordinary meetings,
- determining the matters considered at individual shareholders’ meetings,
- representation model,
- term of office of management board members,
- dissolution of the company or indication of the company’s financial year.
When concluding a limited liability company agreement, a limited liability company in organization is created.
LLC registration in Poland online – how to do?
Establishing a limited liability company in Poland through the S24 System is faster than concluding a contract in the form of a notarial deed. However, the system imposes a predetermined content of the partnership agreement. This means that it is impossible to shape the content of the partnership agreement yourself or modify the template at your own discretion.
The first step is to create an account on the ekrs.ms.gov.pl/s24/ by all partners of the company. This is necessary to confirm documents generated in the system (one person creates a document that all partners sign). To sign documents online ePUAP or a qualified signature is required. Then you choose the legal form, give the company a name and determine its registered office. In the next step, you complete the template agreement, which contains information about the amount of contributions, the division of profits and losses, the procedure for amending the partnership agreement, etc. After completing the template, all partners sign the agreement.
Unfortunately, that’s not the end. In addition, you need to add the required attachments:
- a statement whether the company is a foreigner within the meaning of the Act of March 24, 1920 on the acquisition of real estate by foreigners,
- a statement of consent of the person appointed to represent the company.
- a list containing data and delivery addresses of persons authorized to represent the company.
How to register LLC in Poland? Payment of the application
You can also pay registration costs online. Check what fees are involved in establishing a limited liability company in Poland:
- fee for entry in the National Court Register – court application fee of PLN 250 (s24) or 500 (notarial)PLN;
- fee for announcing the first entry in “Monitor Sądowy i Gospodarczy” in the amount of PLN 100;
- payment operator processing fee.
Registration of the company in the National Court Register via S24
The last step is to submit an application for registration of the company in the National Court Register. This operation is also performed on the S24 portal. The application is then accompanied by a signed partnership agreement with previously prepared annexes.
Submitting an application involves completing the form available in the system. Most of the data will be automatically downloaded from the partnership agreement.
Why is it worth establishing a limited liability company in Poland?
Registration of a limited liability company in Poland brings many benefits. The most important ones include:
- protection of partners’ assets;
- shareholders’ liability for liabilities up to the amount of the share capital;
- the possibility of the management board avoiding liability for the company’s obligations;
- flexible tool for attracting investors;
- has legal personality, which means that it is not identical with partners;
- possibility of inheritance;
- selling a company is simpler than selling the entire enterprise;
- minimum share capital (only 5000 PLN);
- the founder may be both legal entities and natural persons regardless of citizenship and place of residence;
- enables relatively safe conduct of business activity.
FAQ: What is LLC in Poland? The most frequently asked questions
Who can set up a limited liability company in Poland?
A limited liability company in Poland can be established by natural and legal persons, regardless of citizenship and place of residence.
How to start setting up a limited liability company?
You must conclude a partnership agreement. You can do it online or conclude an agreement in the form of a notarial deed. The second method requires a visit to a notary. When concluding a contract online, you must use a qualified, certified electronic signature or have an ePUAP account.
Where to get a qualified electronic signature?
A qualified electronic signature can be purchased from certified suppliers, and the list of suppliers can be found on the website of the National Certification Center (http://www.nccert.pl).
How to create an account on ePUAP?
You can access ePUAP via Zaufany Profile, which will allow you to handle many official matters online. It can be set up online using a qualified electronic signature or through an account in the bank’s system.
Is it necessary to register a limited liability company in Poland in person?
No, a company can be registered both in person and by acting through a proxy. The power of attorney to register the company must be signed by all members of the company’s management board.
