business setting up in poland

8/8/2019 Business Setting Up in Poland

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Step 1:Notarize Company Agreement

Time to complete: 1 day

Cost to complete: PLN 1,010 notary fee + 0.5% over PLN 60,000 + 22% on top of

notary's fee (VAT) + 0.5% of share capital (civil law transaction tax)

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The company charter (joint-stock company) or the articles of association (limited liability

company) shall be drawn up, duly signed and notarized.

The company charter of a joint-stock company should contain the following:

business name and company seat,

type of activity,

duration of the company, if limited,

amount of share capital, capital paid-in before registration, the nominal value of the

shares and their number, the indication whether they are registered shares or bearershares,

number of each type of shares and rights associated with specific share types, if

applicable,

names and addresses of the founders,

number of members of the governing and supervisory bodies, or at least a minimum or

a maximum number and an entity authorised to appoint the members,

a newspaper/periodical for publishing announcements, if the company intends to

publish announcements in other than the Court and Economic Monitor (Monitor

Sdowy i Gospodarczy).

The articles of association of a limited liability company should contain the following:

business name and company seat,

type of activity,

duration of the company, if limited,

amount of share capital,

whether a shareholder is entitled to one or more shares,

number and nominal value of shares held by individual shareholders.

Paying up the funding capital

Joint-stock company: at least 25% of the entire initial capital should be covered.

Limite liability company: the entire initial capital must be covered.

Step 2:Register the Company in the National Court Register (Krajowy Rejestr Sdowy)

Time to complete: 14 days

Cost to complete: PLN 1000 (registration fee) + PLN 500 (announcement fee)

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The next step is to submit an application for registration in the Register of Entrepreneurs in

the National Court Register (KRS). The applications are to be submitted to the regional

Economic Departments of the National Court Register competent for business activity
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location. The application, signed by all management board members, should be submitted

with the following documents attached:

The company charter or articles of association;

Documents appointing the company's governing bodies, with a specification of

appointed members. In the case of a limited liability company only when these werenot defined in the articles;

A statement from all members of the Board of Management that the contributions

towards initial capital have been made by all shareholders in full (limited liability

companies), or that the share payments and contributions in kind envisaged by the

charter have been effected lawfully (joint-stock companies);

A list, signed by all members of the Board of Management, giving the names of the

shareholders (individuals and companies) and the number and nominal value of shares

held (limited liability companies);

Specimens of the signatures of the Board of Management members, certified by a

notary or made in person in the presence of the Court;

Notarial deeds on establishing the company and on the subscription of shares (joint-stock companies);

A receipt for the share payments, certified by a bank, or an investment company. If

there are contributions in kind to be made after the registration, a statement from all

members of the Board of Management that the contributions are ensured, as required

by the law (joint-stock companies)

It is important to note that there exists a possibility of submitting along with the application

for registration in the Register for Entrepreneurs in the National Court Register (KRS), an

application for the REGON identification number (see Step 3) and an application to receive a

Tax Identification Number (NIP) (see Step 5). In the abovementioned situation, the Economic

Departments of the National Court Register competent for business activity location are

responsible for sending the REGON application to the relevant State Statistical Office and

NIP application to the tax office not later than 3 days after the entry to the court register.

However, it would be advisable to file all the three applications separately, as in practice such

proceedings seem less time-consuming.

Registration in the National Court Register (KRS) is officially announced in the Court and

Economic Monitor.

Sole proprietorship and partners in civil partnership must be registered in the Business

Activity Register (Ewidencja Dziaalnoci Gospodarczej) which is held by the head of a

commune (wjt), the mayor of a town or the president of a city.Step 3:Apply for the Regon Identification Number


Cost to complete: no charge

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Within 14 days of the date of the notarial deed the company should notify the Statistical

Office (Urzd Statystyczny) in order to obtain a REGON identification number. However, it

is possible to file the application for the REGON identification number along with the

application to register the company in the National Court Register (see Step 2). The REGON

identification number is issued by the Statistical Office competent for business activitylocation, free of charge and usually straight away.
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Step 4:Open a Bank Account


Cost to complete: no charge (depending on the bank)

More ...As required by Polish law, every company is obliged to have an account at a Polish bank. In

order to open an account the company should present a REGON certificate, company charter

or the articles of association and specimen signatures.

In order to open a bank account the Company must possess a stamp with the Company's name

Step 5:Obtain Tax Identification Number (NIP)

Time to complete: 3-4 weeks


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In order to benefit from VAT deductions and issue invoices, the Company must have a taxidentification number (NIP). The following documents should be filed in order to obtain a tax

identification number:

company charter or the articles of association

excerpt from the National Court Register

REGON certificate

documents confirming legal title to premises or real estate on which the company's

seat is located

bank account agreement

Step 6:Register for VAT


Cost to complete: PLN 152

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Simultaneously with applying for the Tax Identification Number, the Company may register

for the purposes of VAT. If the annual turnover of the Company exceeds EUR 10,000, it is

obliged to register as a VAT remitter. The Company is obliged to register before conducting

its first VAT-covered business activity.

In case of a Company, planning to conduct any activity of intra-Community supply of goods

or services it is obliged to register as a VAT EU remitter.

Step 7:Register at the Social Insurance Institution (Zakad Ubezpiecze Spoecznych)



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Within 7 days of the employment of the first employee, the Company must register at the

Social Insurance Institution as an insurance contribution payer. The notification should be

submitted at the Social Insurance Institution inspectorate competent for business activity

location.
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REGON and NIP certificates should be attached to the Social Insurance Institution

application. Even though it is not required by law to have a NIP number at the moment of

registration at the Social Insurance Institution, in practice the software system used by the

Social Insurance Institution, does not accept entries without a NIP number.

Step 8:Register at the National Labour Inspectorate (Pastwowa Inspekcja Pracy)



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Within 30 days of the employment of the first employee, the National Labour Inspectorate

should be notified. The notification should contain the information on the number of

employees, the type, scope and location of business.

Step 9:Register at the Chief Sanitary Inspectorate (Pastwowa Inspekcja Sanitarna)



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The Chief Sanitary Inspectorate should be notified within 30 days of the commencement of

business. This obligation does not apply to sole proprietorship.

The relevant regional Sanitary Inspectorate should be informed of the type, scope and location

of business.

One-stop shop

Important efforts are being currently made in order to implement "one-stop shop" policy to

the procedure of setting up a business in Poland. Some local authorities already apply this

method to registering companies willing to operate within their territorial range of

competence. Simultaneously, more and more institutions involved in the process of

registering a Company in Poland provide the possibility of filing relevant applications via

internet.
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