1. What types of company can be formed in Poland?
The following are recognised as legal forms of company in Poland:
- Registered partnership
- Professional partnership
- Limited partnership
- Limited joint-stock partnership
- Limited liability company
- Joint-stock company
2. What is the minimum share capital for each company type in Poland?
The majority of company types have no minimum capital requirement.
The three types of company that have a minimum capital requirement are:
- Limited joint-stock partnership: 50,000.00 PLN
- Limited liability company: 5,000.00 PLN
- Joint-stock company: 100,000.00 PLN
3. Are there any requirements relating to company management in Poland?
Each partner shall have the right and obligation to manage the affairs of the partnership.
Management of the affairs of the partnership may be entrusted to one or several partners under the articles of partnership or under a subsequent resolution of the partners.
Each partner shall have the right to represent the partnership individually unless the articles of partnership state otherwise.
The articles of partnership of a professional partnership may state that the management of the affairs and the representation of the partnership be entrusted to a management board.
A limited partnership shall be represented by the general partners, unless they are deprived of the right to represent the partnership under the articles of partnership or a final and non-appealable court judgement.
Limited joint-stock partnerships
A limited joint-stock partnership shall be represented by the general partners, unless they are deprived of the right to represent the partnership under the statutes of limitation or a final and non-appealable court judgement.
Limited liability companies and joint-stock companies
A management board, comprising one or more members, shall manage the affairs of the company and represent the company.
The members of the management board may be drawn from among the shareholders or other persons. Only natural persons having full legal capacity may be members of the management board.
4. What documents are required for company formation in Poland?
Registered partnerships and professional partnerships
The articles of partnership shall be made in writing.
The articles of a limited partnership shall be made in the form of a notarial deed.
Limited joint-stock partnerships
The statutes of a limited joint-stock partnership shall be made in the form of a notarial deed.
Limited liability companies
- The articles of association of the company.
- A joint statement from all the members of the management board that contributions have been made in full by all shareholders.
- Proof of the appointment of members of the company governing bodies, with details of their membership, if the notarial deed (which includes the articles of association) does not provide for their appointment.
- A list of all shareholders signed by all members of the management board, including, for each shareholder, their surname and first name or the business name and the number and nominal value of the shares.
- The statutes.
- The notarial deeds on formation of the company and taking up its shares.
- A joint statement from all members of the management board that payments for shares and in-kind contributions, required under the statutes, have been made in accordance with the law.
- Proof, certified by a bank or an investment company, of payment for the shares made to the account of the company in organisation. Where the statutes provide for financing, proof should also be provided of the share capital with in-kind contributions following registration, with a statement from all members of the management board that the making of such contributions to the company is ensured in accordance with the provisions of the statutes prior to the end of the time period specified.
- A document stating that the company governing bodies have been constituted, with details of their membership.
- The permit or proof of approval of the statutes by the appropriate state agency, if they are required for the incorporation of the company.
- A notarial statement on the amount of the share capital taken up, if the management board has made such statement.
Registered partnerships, limited partnerships and limited liability companies may also be established online.
5. What is the company registration process in Poland?
The founding of a company must be done through the registry court by filing an application. The application must be submitted on an official form, or on a form made available electronically.
When filing the application, a court fee must be paid and, if the entry is subject to announcement, an announcement fee for the official gazette ‘Monitor Sądowy i Gospodarczy’ (MSiG).
6. Are details of company ownership public in Poland?
Yes, details of company ownership are publicly accessible in the National Court Register / Krajowy Rejestr Sądowy (KRS).
7. Can a foreign individual or company own shares in a Polish company?
Generally, the rules that apply to Polish citizens for registering business activity and owning shares also apply to foreign individuals, providing they are:
- a citizen of a member state of the European Union or the European Economic Area; or
- a citizen of another country who has, for example, a permanent residence permit or long-term EU residence permit.
People who do not meet these conditions can still register a business of the following types:
- limited partnership;
- limited joint-stock partnership;
- limited liability company; and
- joint-stock company.
They can also join such companies, and acquire and include shares or stock.
8. What is the corporate tax rate in Poland?
Registered partnerships, professional partnerships and limited partnerships are not charged corporate income tax – instead, the partners pay income tax individually.
Limited joint-stock partnerships, limited liability companies and joint-stock companies must pay corporate income tax at 19%.
As of 1 January 2019, so-called “small taxpayers” pay corporate income tax at a reduced rate of 9%.
9. What are the rules for issuing dividends from Polish companies?
Limited liability companies
A shareholder shall be entitled to a share in the profits specified in the annual financial report and allocated under a resolution of the general meeting for division. The articles of association may provide for another manner of division of profits.
Unless the articles of association provide otherwise, the profits allocated for the shareholders shall be divided proportionately to the shares.
The shareholders shall be entitled to participate in the profits shown in the financial report, audited by an auditor, which have been designated by the general assembly for distribution to the shareholders. The profits shall be divided in proportion to the number of shares.
If the shares are not paid for in full, the profits shall be divided in proportion to the effected payments for the shares. The statutes may stipulate other rules of division of profits.