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Company Formation in Poland

Entity Type: Limited liability company (spó?ka z ograniczon? odpowiedzialno?ci?)


Name Details

Does the name of the company require approval by the Registry or other authorities?

Approval is not required; however, the registry court can refuse the registration of a company under a certain name if, in particular, such name is already used by a different entity or it is similar to the name of a different entity. Prior to signing of a company’s Articles of Association, Eversheds orders a quick search in the National Court Register’s company data base in order to check whether the company’s proposed name can be registered.

How many prospective names will you require?

One.

Are there any restrictions or limitations on words that can be used in company names?

A company name must not be misleading and it must be integral with the company.

Address Details

Does the company need to provide a registered address?

Yes, a company must have a registered address at the time of filing for registration of the established company.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The address must be in Poland; it cannot be a PO box.

If the client has no physical location in-country, can they use your address for the purposes of registration?

No. The registered seat must be in Poland. The address can be changed at any time; therefore, a new company can use a temporary address in the formation period. Sometimes, companies use the address of the accountant that is assigned to keep the books and records as the initial address.

Officer Details

How many Directors are required?

At least one.

Are any other officers required (i.e. Secretary)?

No.

What personal details will you need for each officer?

Name, all second names, surname, residential address, PESEL number (if Polish national)

Is there a requirement for any in country resident directors?

No.

Do you need proof of address or Identity for officers? If YES, in what format?

No.

Shareholders

How many shareholders are required?

At least 1. However, at the time of the establishment and registration of the company a solely-owned limited liability company may not be the sole shareholder. In such case, there must be 2 shareholders for the purpose of setting up the company. The shareholding can be changed immediately after the registration of the company.

Are there any restrictions on who can be a shareholder?

No. The sole exception is described in line above.

What information will you require about shareholder?

In case of a natural person: Name, all second names, surname, residential address, PESEL number (if Polish national).

In case of a legal entity: full name, address, KRS number (if Polish entity), REGON number (if Polish entity).

Will you require proof of address or ID from the shareholders?

As a general rule it is not required. However, it is possible that the notary (or court or an administrative authority) will request for review an excerpt from a commercial register appropriate for the shareholder (in Poland the required excerpt would be issued by the National Court Register) in order to check the formal representation of the company i.e. if the person acting on behalf of the shareholder is duly authorized.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

Stamp duty at the rate of 0.5% of its share capital is due at the establishment of the company.

Other Details

Do you require any further information about the company or its office

None.

Timescale

How long will it take to complete incorporation

The entire process of incorporation should take approximately up to 2 months, provided that the cooperation with the client in the scope of gathering documents and information is efficient.

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

  • Preparation of the draft Articles of Association of the Company,
  • Shareholder(s) or their proxies attend a meeting at a public notary office in order to adopt the Articles of Association. The company is established from this moment.
  • At the same time, the shareholder(s) or their proxies appoint the members of the first Management Board and Supervisory Board (if applicable). The appointments are valid and effective from the adoption of the shareholder resolution.
  • Afterwards, the Management Board files for the registration of the company with the National Court Register, Tax Office, National Statistics Office, Social Security Office and state inspections (such as: sanitary, labor, etc.).

Latest version updated 3rd May 2018

Country Breakdown

37.95

Million

Population

z?

Polish Z?oty

Currency

$ 469.5

Billion

GDP

312,679

km2