How to register a company in Poland?
What is needed for this?
What are the deadlines and documents?
Let’s take everything in order.
Every company always has founders.
These are the people or companies that start a new firm.
A minimum of 1 founder is required to register a company. It makes no difference whether it will be a person or a company, a citizen of Poland or another country.
All founders of a legal entity in Poland must have Pesel – an electronic digital signature with a tax number. Without this, it will not be possible to open a company.
Before registering, you need to decide on:
1. Company name
2. Distribution of shares between the founders (if there are 2 or more)
3. Types of economic activity (what will the company do?)
4. The size of the authorized capital of the company
5. Appointment of a director
6. Company location address
7. Address for correspondence with the founders
8. Company phone number
9. Company email address
Let’s take a closer look at each item:
1. Company name
You need to choose a company name. After that, check if there are already registered companies with the same name. If yes, choose another.
2. The articles of association specify the founders
The articles of association specify the individuals and legal entities that establish the company.
The articles of association also prescribes the percentage of distribution of profits and participation between the founders.
For example, the authorized capital of the company is $100,000, the founder contributes $1,000 – 1% of the authorized fund and receives 50% of the company’s profit.
This is more of an exception. But this can happen if this founder is a director, and he will also have to implement the idea of building a company.
If the founder of a Polish company is only 1, then monthly it will be necessary to pay social tax, about 300 euros.
If there are 2 or more founders, this tax will not be applied.
3. Types of economic activity
When registering a company, no one except you knows what you plan to do.
It is important for the state that you will sell. Therefore, it asks you to indicate the types of economic activities (NACE CODE) that your company will be engaged in Poland.
On the practical side, if you have textile production according to the NACE CODE (classifier of economic activity), and you sell oil, you will most likely be fined for non-compliance with doing business. In rare cases, they may suspend the activities of the company.
4. The size of the authorized capital of the company
This is the amount with which the life of the company will begin.
100$, 1000$ or 1000000$
The authorized capital must be paid within a year from the date of registration of the company.
Who needs authorized capital?
For counterparty and government.
Let’s take examples:
If the company is being liquidated, you should have statements showing how you spent the company’s charter and profits.
If you bought tables, chairs, machines, premises – there must be documents. After that, an assessment of the property is made for the payment of debts, to those persons to whom the company owes money under contracts.
The second example is counterparties.
Let’s say I want to buy $100,000 worth of flour from you with a payment delay of 3 months. My company has a share capital of $100. Will you sell?
I think no. But if you see that my charter is $100,000, then even if I spent it on tables and chairs, you can partially save yourself, because there will be something to get from me.
5. Company Director
The director can be both a citizen of Poland and a foreigner with or without a Pole’s card.
The founder of a Polish company may or may not be a director.
For example: you can open a company and be a director. Or you can open a company and appoint another person as director.
In this case, he will also need Pesel to register the company.
An interesting feature is the fact that the director needs to obtain a work permit in the company, being a foreign citizen for Poland, only if he plans to stay in Poland according to the rules of the visa regime.
6. Legal address
7. Address for correspondence with founders
Correspondence addresses are needed to notify you of the status of a company registration or changes.
After the registration of the company, the founders receive the status of participants in the company.
Example: I can set up a company and then sell it. In the registry, I will be the founder, but not the owner. Owner=Member
8. Company phone number
To communicate with the company to all government authorities.
9. Same as an item with company phone number
Registering a company in Poland remotely
Example: you are a foreign citizen for Poland, i.e. your passport is not Polish. In this case, you will need Pesel.
If you are not in Poland, you need to get it. Today, this can be done remotely.
To do this, you need to apply. After receiving Pesel by mail in the form of a flash drive. Processing time is about 7 days.
After that, you will be able to apply for registration of a legal entity in Poland using Pesel in the same way. Processing time is about 21 days.
When registering, you must provide the data described above.
Company bank account
A company account in Poland is opened if there is a director of the company in the country. You cannot open a bank account remotely.
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