Business entities in Poland
Since 2003, Healy Consultants has assisted several of our Clients to select the optimal type of legal entity to do business in Poland. The most common type of structure used for business registration by foreigners is the limited liability company (LLC, locally known as a sp. z.o.o). When our Clients are planning to export their products overseas, it is also often advantageous to register their preferred entity in one of Poland’s special economic zones (click on the weblink for further details), which offer excellent infrastructures and tax breaks, as well as a fast track process to secure manufacturing permits.
Doing business in Poland with a local entity
The Poland limited liability company (spółka z ograniczoną odpowiedzialnością, abbreviation sp. z o.o.)
- In Poland, it is possible to register a limited liability company with i) a single shareholder, making a minimum contribution of €1,200 (PLN5,000) to a local capital account before registration of the company with the Polish Companies Registrar and ii) one director, who can be a foreigner and does not need to reside in Poland;
- Polish limited liability companies are required to submit financial statements every year to the tax authority. An audit is however required only if the business meets at least two of the three following criteria: i) assets exceeding €5 million ii) annual turnover exceeding 2.5 million and iii) over 50 employees;
- Best uses for a Poland limited liability company: the Poland LLC is the most commonly used business entity by foreigners willing to do business in Poland. It is an optimal vehicle for most trading activities.
The Poland joint stock company (spółka akcyjna, abbreviation SA)
- Such entity requires a minimum share capital of €23,800 (PLN100,000) for incorporation, of which at least 25% must be paid up at incorporation. 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 joint stock company to list on a stock exchange in Poland. However, it will still be required to get its annual financial statements audited every year, with no exemption available;
- Best uses for a Poland limited liability company: This business entity is recommended when the promoters intend to publicly list the company. 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 free zone company (SEZ company)
- Foreigners can register their business in one of Poland’s special economic zones. Such zones intend to support export-oriented and high-tech businesses, by providing adequate infrastructure and facilities for their operations. Minimum requirements will vary from one zone to another and usually include a minimum amount of job creations and capital requirements;
- Best uses for a Poland free zone company: registering a company in a free economic zone or industrial zone is the optimal way to start a manufacturing and/or export oriented business in Poland. See also this page for alternative low cost manufacturing locations in Eastern Europe.
The Poland limited joint stock partnership
- Poland provides for the registration of limited joint stock partnerships, registered by two types of partners: i) complementary partners, who are personally liable for the debt and losses incurred by the business and ii) joint stock partners, who are liable only up to the amount of their contributions;
- Complementary partners are usually responsible for the day to day management of the business, although they can issue a Power of Attorney to delegate this responsibility to a third party;
- Best uses for a Poland limited joint stock partnership: the main advantage of such entity is its tax transparency: no tax is due at the corporate level and all income is automatically deemed distributed (and taxable) to the partners. The main disadvantage is the unlimited liability of the complementary partners.
Doing business in Poland with a foreign entity
The Poland branch office (Oddziat)
- The Poland Companies Code allows foreign companies to register local branches of their business with no minimum capitalization requirement. However, the company must appoint an agent in Poland to act as its representative. The branch office may additionally have an independent management team and corporate bank account in Poland;
- Best uses for a Poland branch office: The main advantage of registering a branch is to enable the head office to prepare consolidated accounts, which will be translated and then submitted by the branch to the Poland tax office. However, the foreign head office is subject to unlimited liability for the operations and debt of the local branch.
The Poland representative office (Przedstawicielstwo)
- This is not allowed to make any direct sales within Poland or sign contracts and henceforth not subject to local corporate income tax. Like a branch, appointment of a resident representative is mandatory;
- Best uses for a representative office: A representative office in Poland may only conduct activities that involve advertising and promotion of the parent company.