Business entities in Poland

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.)

    Poland business entity setup requirements
  • 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

 LLCJSCBranchRep office
Also known as:sp. z o.o.SAOddziatPrzedstawicielstwo
How long to set the company up?4 weeks6 weeks7 weeks6 weeks
How long to open company bank account?4 weeks4 weeks4 weeks4 weeks
Corporate bank account options?Societe GeneraleHSBCNBPBank Millenium
Poland bank account mandatory?YesYesNoNo
Does our Client need to travel?NoNoNoNo
Legal liability?LimitedLimitedUnlimitedUnlimited
Minimum shareholders?1111
Corporate shareholders allowed?Not soleNot soleYesYes
Individual shareholders allowed?YesYesNoNo
Wholly foreign owned?YesYesYesYes
Minimum paid-up share capital?€2,000€23,800N/AN/A
Resident director/representative required?NoNoYesYes
Minimum directors/representative allowed?1111
Corporate directors allowed?NoNoNoNo
Standard corporate tax rate?19%19%19%N/A
Annual financial statements required?YesYesYesYes
Allowed to issue sales invoices in Poland?YesYesYesNo
Allowed to sign contracts with locals?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office in Poland?YesYesYesYes
Can buy Poland property?YesYesYesNo
Can own equity in other Poland companies?YesYesYesNo
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 invoicePoland LLC invoicePoland JSC invoicePoland branch invoicePoland RO invoice

Contact us

For additional information on our business setup services in Poland, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Petar Chakarov, directly:
client relationship officer - Petar