LLC Registration in Poland

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Updated: 19.04.2024

Limited Liability Company Incorporation in Poland

Polish Limited Liability Company (LLC) – Sp. z o.o. (spółka z ograniczona odpowiedzialnością) is the most popular form of doing business and investing in Poland. Approximately 95 % of company registrations and foreign investments in Poland are carried out in the corporate form of LLC. Although Polish Company Law provides number of alternative corporate forms – each of them brings some disadvantages (e.g. JSC — high level of bureaucracy, Partnership — no liability limitation). For this reasons investors in Poland most usually select LLCs as their Investment SPVs (Special Purpose Vehicles).

Why shall I register LLC in Poland?

It is usually recommended to register LLC in Poland, rather other corporate form as it:

is selected by approx. 95% of foreign investors
provides safety and liability limitation for shareholders
provides reasonable level of bureaucracy
is fast to incorporate and register in KRS (Polish Company Register)
provides beneficial corporate taxation (0 % of Estonian CIT; 9 % for revenues up 2 mln EUR and 19 % above)
is flexible in terms of corporate changes
perfectly fits for small, medium and big investment

What is the required time for LLC formation?

Time required for limited liability company formation depends on the chosen mode of incorporation:

online company incorporation: 1 — 5 working days
notarial incorporation: 1 — 2 months

Limited Liability Company in Poland — Key Facts

Number of Founders	At lease 1 shareholder
Method of incorporation	Signing Articles of Association: at the Notary; or online via designated portal
Minimum share capital	5.000 zł payable in cash or in kind contribution
Minimum value of each share	50 zł
Taxation of LLC	9 % of CIT for revenues up to 2 mln EUR, above 19 %, alternatively 0 % of Estonian CIT
Who can be a Shareholder?	No restrictions. Foreigners may be shareholders.
Who can be a Director?	No restrictions. Foreigners act as Directors. Directors must have clear criminal record with regards to corporate and business crimes.
Formation time	Online incorporation 1-5 days or Notarial incorporation 1-2 months
Auditing requirement	Obligatory if 2 out of 3 conditions are met: employment exceeds 50 employees assets exceed 2.5 mln EUR revenues exceed 5 mln EUR
Reporting requirement	Obligatory — once a year to KRS (National Court Register)
Liability of Shareholders	Shareholder hold no liability for LLC debts
Liability of Directors	Directors hold no liability for LLC debts on condition they timely report insolvency to the Court

What documents are required to register LLC in Poland?

Documents required for LLC registration in Poland starting from ID ending on translations To register LLC in Poland you will need:

Identification Document – e.g. passport or ID – in case of individual shareholders
Company Excerpt – e.g. good standing certificate indicating authorized signatories – in case of corporate shareholders
Notarial POA (power of attorney) to register the LLC – to avoid visiting Poland
Sworn translations of above documents (except for ID)
Legalization (or Apostille) of above documents (except for ID)

What is the procedure of LLC incorporation in Poland?

The procedure of LLC registration in Poland consists of following stages:

Fill in the LLC questionnaire
Complete paperwork
Execute Articles of Association
Submit LLC registration form to KRS
Complete reporting requirements

Procedure how to set up an LLC in Poland - step by step.

Stage 1 – Fill in the questionnaire

LLC formation in Poland starts with deciding on key characteristics of your future entity. This is usually done along with specialized attorney via completing designated LLC establishment form. This includes deciding on:

Name of your future entity
Share capital which cannot be less than PLN 5000 zł
Value of each share which usually is set at level of PLN 50
Who will be the shareholder in the LLC and in which percentage
Who will be the authorized signatory – usually 1 – 3 individuals
What would be the rules of representation – which usually are 1 person acting along or 2 persons acting together
LLC objectives and scope of business – which is defined in Poland by PKD codes
Other tailored regulations desired by future shareholders

Stage 2 – Complete paperwork

Completing paperwork relates to process of documents gathering and it is already described in above section “What documents are required to register LLC in Poland?”.

Stage 3 – Execute Articles of Association

Third stage of opening limited liability entity in Poland incudes execution of articles of association. This may be done in two alternative ways:

remotely in S24 online portal,
traditionally with wet signatures at the office of the notary public.

Remote option is available only for natural or legal persons that are in possession of Polish Trusted Profile or eIDAS compliant e-signature. Traditional option is not restricted by any special requirements, however it is much slower and excludes ability to establish the LLC in online – fast track.

Stage 4 – Submit LLC registration form to KRS

Registration forms to KRS – National Court Register – cannot be submitted in paper form regardless whether your entity was established in online or traditional paper form. Registration application may be submitted:

in S24 system in case of using online LLC establishment mode or
in Court Registers Portal (PRS) in case of using traditional LLC establishment mode.

Both system require to submit basic information about the new limited liability company and the constitutional documents, incl. e.g. :

Articles of Association
Directors appointment resolutions
Confirmation of share capital payment (in PRS only)
Various other statements (director appointment consents, address statements, foreigners statements etc.)

Stage 5 – Complete reporting requirements

Once the LLC is ready, entered to the National Court Register, new directors are under obligation to fulfill post registration compliance that usually includes:

reporting beneficial owner to CRBR / UBO register within 2 weeks time
pay PPC tax (registration tax 0,5% calculated from the amount of share capital) and submit relevant tax return in this respect within 2 weeks time, unless the tax was collected by the notary public
submit tax information form (NIP-8) to competent tax office within 3 weeks time

What are main taxes that LLC will pay in Poland?

CIT / Corporate Income Tax	9% – standard corporate income tax rate for small taxpayers (<2 mln EUR turnover) 19% – standard rate (>2 mln EUR turnover) discounts and exemptions available as a part of Special Economic Zone Investment, Estonian CIT (0%), IP Box (5%) or R&D relief
VAT / Value Added Tax	23% – standard rate for most goods and services 0% – standard intra-community rate other rates for selected services and goods
WHT / Dividend Withholding Tax	0% – EU exemption for subsidiaries 19% – standard dividend withholding tax rate 5% and 10% and 15% – other possible withholding tax rates depending on selected double tax treaty
WHT / Interest and Royalties Withholding Tax	0% – EU exemption for subsidiaries 20% – standard withholding tax rate for royalties and interest 5% and 10% and 15% – other possible withholding tax rates depending on selected double tax treaty
Transfer Pricing Requirements	TP documentation, incl. benchmark (Local File) will need to be prepared for the following transactions: financial of value greater than 10 mln PLN other of value greater than 2 mln PLN with entities from tax havens of value greater than 0.5 mln PLN

More about Limited Liability Company in Poland

Key Features

LLC in Poland an independent legal entity with a separate legal personality from its shareholders. In practice it mean that it can buy and sell goods, as well as, hold credits and debts on its own name.

Foreign capital controlled

EU and Non-EU nationals can run and establish limited liability company in Poland free of any restrictions.

Minimum share capital

Minimum share capital of Polish LLC is 5.000 PLN (approx. 1.250 EUR). The share capital may be covered by monetary or non-monetary contributions (in-kind contributions, e.g. ownership of the movable or immovable property). Contribution cannot be provided in the form of services towards the company.

Representation

Polish LLC is represented by a the Board Directors. The Board shall consist at least of one person. There is no limit as to number of Directors. Rules of representation can be freely formed in the Articles of Association of the Company. A company may be also represented by regular proxy (pełnomocnik) or a registered proxy (prokurent).

Shareholders Meeting and Supervisory Board

Superior authority of a LLC is Shareholders Meeting. A Supervisory Board in is only compulsory when the share capital is greater than 500.000 zł and the number of shareholders is greater then 25.

Liability of shareholders and Directors

The shareholders of LLC are not liable for the company’s obligations, they bear a risk up to the value of shares contributed.

Directors of Polish LLC may be held liable for the company’s obligations if they fail to file for insolvency within the deadline provided by Polish Insolvency Law (i.e. within 30 days since the company became insolvent).

LLC in Poland. Preferred from of of business registration in Poland.

FAQ – LLC in Poland

What identification numbers LLC has in Poland?

Every LLC in Poland has the following numbers: NIP (tax identification number), VAT, EU- VAT, REGON (statistical number) and it may also have EORI (customs) and BDO (waste register).