Business entities in Poland
Healy Consultants will assist our Clients with incorporating the optimal corporate structure. There are several ways of doing business in Poland, the most common being the setting up of a Polish limited liability company (LLC). Alternatively, foreign companies can also incorporate a public limited company (PLC), a branch office or a representative office.
The Poland LLC (spółka z ograniczoną odpowiedzialnością, abbreviation sp. z o.o.)
- The Poland limited liability company is the most commonly used business entity. An LLC must appoint at least one director who may be a natural person or legal entity. A Polish LLC needs at least 1 shareholder, of any nationality. However, according to the Poland commercial partnerships and companies code, a limited liability company is not allowed to setup another LLC in Poland, if it has been formed by a sole shareholder;
- Minimum paid-up share capital of €1,200 will also be required to complete the incorporation process. The minimum share capital is divided into shares of equal or unequal par value.
The Poland JSC (spółka akcyjna, abbreviation SA)
- This business entity is recommended when the promoters intend to publicly list the company. Such a company requires a minimum share capital of €23,800 for incorporation, of which at least 25% must be paid up to complete Poland company setup. It also requires at least one shareholder and one director of any nationality for incorporation process to be complete;
- It is not mandatory for a PLC to list on a stock exchange in Poland. However, it will still be required to go through an annual audit. To give your company a marketing edge, Healy Consultants recommends our Clients establish a Poland PLC instead of an LLC and to list it on the Warsaw Stock Exchange or the Frankfurt Stock Exchange.
The Poland Branch Office (Oddziat)
Poland Companies Code stipulates that a branch office can be 100% foreign owned. However, the company must appoint an agent in Poland to act as a representative with a local address. The branch office may have an independent management team and corporate bank account in Poland.
The Poland Representative Office (Przedstawicielstwo)
A representative office in Poland may only conduct activities that involve advertising and promotion of the parent company. While this business entity can be 100% foreign owned, it is not allowed to make any direct sales within Poland or sign contracts. We recommend our Clients willing to have commercial operations in Poland to proceed with other types of Poland business setups.
Table of comparison between different business entities
|Also known as:||sp. z o.o.||SA||Oddziat||Przedstawicielstwo|
|How long to set the company up?||4 weeks||6 weeks||7 weeks||6 weeks|
|How long to open company bank account?||4 weeks||4 weeks||4 weeks||4 weeks|
|Corporate bank account options?||Societe Generale||HSBC||NBP||Bank Millenium|
|Poland bank account mandatory?||Yes||Yes||No||No|
|Does our Client need to travel?||No||No||No||No|
|Corporate shareholders allowed?||Not sole||Not sole||Yes||Yes|
|Individual shareholders allowed?||Yes||Yes||No||No|
|Wholly foreign owned?||Yes||Yes||Yes||Yes|
|Minimum paid-up share capital?||€2,000||€23,800||N/A||N/A|
|Resident director/representative required?||No||No||Yes||Yes|
|Minimum directors/representative allowed?||1||1||1||1|
|Corporate directors allowed?||No||No||No||No|
|Standard corporate tax rate?||19%||19%||19%||N/A|
|Annual financial statements required?||Yes||Yes||Yes||Yes|
|Allowed to issue sales invoices in Poland?||Yes||Yes||Yes||No|
|Allowed to sign contracts with locals?||Yes||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||Yes||No|
|Can rent an office in Poland?||Yes||Yes||Yes||Yes|
|Can buy Poland property?||Yes||Yes||Yes||No|
|Can own equity in other Poland companies?||Yes||Yes||Yes||No|
|Total setup costs in Year 1||€9,960||€9,960||€12,060||€13,780|
|Subsequent annual costs||€3,400||€6,050||€3,400||€3,400|
|Sample engagement invoice|