Proszę o kontakt How to open a company or SSC in Poland? Warszawa

If you are thinking of:

- establishment of Polish LLC
- incorporation of Polish company
- setting up a business in Poland/Warsaw
- opening a shared service center (SSC) in Poland
- opening a business process outsourcing (BPO) in Poland
- relocation of your business to Poland
- organising your business in Poland from scratch (greenfield investment)

then please follow the contact phone on the image for advisory.

Legal entity | Polish Limited Liability company is a legal entity with a separate legal personality from its shareholders.

Who can open a LLC in Poland? | EU nationals can establish and run a companies in Poland free of any restrictions. Non-EU nationals can also freely establish and run Polish company, however in some matter they are up to restrictions provided by law. For example Polish LLC Company with more then 50 % of non-EU capital may purchase a real property in Poland only after obtaining permission form the Ministry of Foreign Affairs (or Ministry of Agriculture in case of agricultural properties).

Polish wording | Establishment of Polish LLC (in Polish: spółka z ograniczoną odpowiedzialnością, abbreviated: sp. z o.o.) – Limited Liability Company in Poland.

Minimum capital | Establishment of Limited Liability Company in Poland. Minimum capital amounts to 5.000 PLN (about €1.250). LLC is required to be registered in the National Court Register (in Polish: Krajowy Rejestr Sądowy). The share capital has to be covered by contributions, which can be made in money or transferring ownership of the property (movable or immovable). Contribution cannot be made in the form of services towards the company.

Representation | Polish Limited Liability Company is represented by a the Board Directors. The Board shall consist at least of one person. Rules of representation can be freely formed in the Articles of Association of the Company. A company may be also represented by regular proxy (in Polish: pełnomocnik) or a registered proxy (in Polish: prokurent).

Shareholders General Assembly | It is summoned by Management board, Supervisory Board or the shareholders representing not less than 10 % of the share capital. The decisions are made on the basis of absolute majority of votes. The decisions concerning the changes in the company’s agreement or concerning its termination are made by majority of 2/3 votes. The decisions concerning modifying the company, essential change of the object of the company’s activity or fusion are made by majority of ¾ votes. The agreement may provide more rigorous conditions of making these resolutions.

Superior authority | Superior authority of a Polish Limited Liability Company is Shareholders General Assembly/Shareholders Meeting. A Supervisory Board in Polish Limited Liability company is only compulsory when the share capital is greater then 500.000 zł and the number of shareholders is greater then 25.

The company agreement | The company agreement of LLC, which has to be made in the form of notary deed, should contain at least: – the name and type of a company and its registered seat – the object of the company’s activity – the duration of the company, if it is established for a definite time period – the amount of the share capital – the number of shares – the number and nominal value of shares subscribed for by individual shareholder Apart from this, the Company agreement can also deal with contributions, profits and additional duties imposed on shareholders.

Public notary | The documents stipulated by public notary: • The list of partners and the number and nominal value of shares held by them • The draft of resolution appointing the Management Board • The draft of resolution appointing the Supervisory Board and audit commission, if the terms stipulate their appointment. • The power of attorney for the proxy, authorized by public notary in the country where shareholder has his residence, if the shareholder or the persons authorized to sign documents in the name of a shareholder of the company which is to be founded, are not present during making the notary deed. If a shareholder is a legal person the following documents are needed: • Extract from the Court Register concerning the data about the legal person, not older than 3 months. • The resolution of an appropriate body (the Management Board or the Supervisory Board) anticipating the participation of a legal person in establishing a new company in Poland. All the documents written in the foreign language should be authenticated by the Polish embassy or consulate of a given country claiming that they are written out according to laws in force and they should be translated by a certified translator. It should be emphasized that in the moment of establishing a LLC the whole share capital must be contributed.

Contribution for covering the share capital by a foreigner | According to Article 158 of the Polish Companies Code the shareholders may pay the share capital in advance by means of two kinds of contribution: in cash or non-cash. The contribution may take place in a way of providing by the shareholder the sum of money or of making appropriate non-cash assessments. A foreigner may contribute to the company by means of transferring appropriate sum of money from his account abroad on the account established for the company in organization. While transferring it is essential to point the legal title, in respect to transferring the money on the company’s account in organization. There are no legal obstacles so that a foreigner cannot contribute to the share capital in advance by paying appropriate sum of money brought to the country. In this case, however, it should be remembered that if the amount of money brought from abroad is higher than 10.000 euro, while crossing the border a foreigner is obliged to submit the information of conveyance of these resources to the customs or Boarder Guard that perform the customs clearance (Article 18 of Device Act).

Taxation | As every Polish LLC is a separate legal entity, it is taxed by Corporate Income Tax (CIT).
CIT is imposed on the total income from all sources (reduced by deductions) at the rate of 19%.
Dividends released by the company are taxed separately.

If dividends are released to shareholders who are private individuals they are generally taxed by withholding tax of 19 %. However dividends released to foreigners (tax residents in other countries) are tax in accordance with appropriate DTT (Double Taxation Treaty).

If they paid by resident subsidiaries to parent companies they may be exempt from dividends tax if parent company owns at least 15 % of the subsidiary’s share capital continuously for at least 2 years and being subjected to unlimited income tax liability in Poland, other EU Member State or other state belonging to EEA.

Shareholders' liability | The shareholders in Polish Limited Liability are not liable for the company’s obligations, they bear a risk up to the value of shares contributed.

Contact us for advisory on Limited Liability Company incorporation in Poland.

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