[Warsaw, 06.06.2006] Pursuant to Article 6 Section 1 of the Law on Freedom of Business Activity, undertaking, conducting and terminating a business activity in Poland is free for anyone, with equal rights, and subject to terms and conditions set forth in the provisions of law.
A foreign entrepreneur may perform its economic activity in Poland, inter alia, in the form of: a joint stock company, a limited liability company or a branch. The most common and preferable for the foreign entrepreneur is a limited liability company. Since the requirements for incorporating and operating a joint stock company are quite strict, we typically advise my clients to select the limited liability company, unless there are good reasons to chose another option.
Registration of a company in Poland
If you wish to start a limited liability company in Poland, please note that such actions shall be undertaken:
- Signing the deed of establishment of the Company and the Company’s Articles of Association in the form of a notarial deed;
- Concluding a lease contract in respect of the premises in which the registered office of the Company will be located premise (depends on, if are interested in finding a place to commence real operations, just an office or a mailbox with address);
- Registering the Company in the respective National Company Register;
- Notifying the tax office competent for the Company’s registered office about its entry into the register (obtaining a tax identification number – NIP);
- Announcing the Company’s entry into the register in the official journal – „Monitor Sądowy i Gospodarczy”;
- Registering the Company in the relevant Statistical Office (and obtaining a statistical REGON number);
- Opening a bank account;
- Notifying relevant Labour and Sanitary Inspectors about the commencement of the Company’s operation, and providing them with information required by labour law – within 14 days from the date on which the company has commenced its activity;
- Registering the Company’s employees with the relevant ZUS (social security agency) department.
In practice, the undertaking of business activity in Poland by a foreigner usually does not entail major problems and takes up to a few weeks. Usually, this does not trigger any significant administrative fees to be paid. Nonetheless, such registration without assistance of a Polish lawyer could be difficult since the registration procedure is highly formalised. Pursuant to Article 19 Sections 2-3 of the Law of August 1997 on Polish Business Register, an application for entry in the register is filed in an official form, and any application incorrectly filled is returned without a request to complete it. The registration procedure is conducted in Polish only. Documents in foreign languages may be submitted in the form of certified translations, with apostille, if needed.
During the process also such documents might be required:
- excerpts of documents evidencing the existence and legal status of the investing companies, issued by a relevant public or state authority in the country where the company has its registered office, and/or
- decisions of the authorised body of the investing companies in respect of starting commercial activity in the form of a limited liability company in Poland; this may be the resolution by the Board of Directors, resolution of the Shareholders’ Meeting (General Assembly of Shareholders) or other relevant documents, depending on the statutory provisions of the founders, and/or
- Articles of Association of the founder.
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