Poland, as a dynamically developing European Union country with a favorable investment climate, is attracting more and more foreign entrepreneurs. Registering your own business in Poland provides access to the European market, a skilled workforce, and a number of tax benefits. However, the registration process may seem complex and multi-stage, especially for those unfamiliar with Polish law. This article is a detailed guide to registering a company in Poland for foreigners, highlighting the key steps, features of choosing a name, the importance of trademark registration, and aspects of profit taxation.
1. Stages of Company Registration in Poland
The process of company registration in Poland for foreigners includes several sequential steps. It is important to note that the requirements may slightly vary depending on the selected legal form of the enterprise (e.g., sole proprietorship, limited liability company (Sp. z o.o.), joint-stock company (S.A.)). The most common form among small and medium-sized businesses is the limited liability company (Sp. z o.o.). Let’s examine the main stages of registration for this form:
Step 1: Obtaining a PESEL Number (if necessary)
PESEL is an eleven-digit personal identification number used in Poland for tax and administrative purposes. If a foreigner plans to manage the company personally or be a board member, obtaining a PESEL number may be required. EU citizens can use their national identification number. For non-EU citizens, obtaining a PESEL is usually linked to having a residence permit in Poland. In some cases, a temporary PESEL number can be issued for company registration purposes.
Step 2: Choosing the Legal Form of the Enterprise
As mentioned earlier, the most popular form is the Sp. z o.o. It is characterized by limited liability of the founders (within the contributed share capital) and a relatively simple registration procedure. Other possible forms include:
- Sole proprietorship (Jednoosobowa działalność gospodarcza): Suitable for small businesses where the entrepreneur bears full liability.
- Limited partnership (Spółka komandytowa): Combines limited partners (with limited liability) and general partners (with unlimited liability).
- Joint-stock company (Spółka akcyjna): Suitable for large businesses and requires a more complex registration and reporting process.
- Branch of a foreign company (Oddział przedsiębiorcy zagranicznego): Allows a foreign company to operate in Poland without creating a separate legal entity.
- Representative office of a foreign company (Przedstawicielstwo przedsiębiorcy zagranicznego): Used for promotional or informational activities, not involving commercial operations.
The choice of form depends on the scale of the planned business, number of founders, level of liability, and tax considerations.
Step 3: Preparing the Founding Documents
To register a Sp. z o.o., the following key documents must be prepared:
- Articles of Association (Umowa spółki): Contains information about the founders, company name, registered office, share capital amount, profit distribution rules, and other key provisions. The agreement may be concluded in notarial form or online via the S24 system (simplified procedure).
- Application for company registration in the National Court Register (KRS) (Wniosek o wpis do KRS): Filled out on a special form.
- List of board members (Lista członków zarządu).
- Consent statements of board members (Oświadczenia członków zarządu o wyrażeniu zgody na powołanie do zarządu).
- Proof of contribution of share capital (Dowód wniesienia kapitału zakładowego): The minimum share capital for a Sp. z o.o. is PLN 5,000.
- Identity documents of the founders and board members (Kopie dokumentów tożsamości).
- Powers of attorney (Pełnomocnictwa) (if needed).
All foreign documents must be translated into Polish by a sworn translator.
Step 4: Signing the Articles of Association
If the Articles of Association are concluded in notarial form, all founders must be personally present at the notary or have notarized powers of attorney. When using the S24 system, the agreement is signed electronically with a qualified electronic signature.
Step 5: Contribution of Share Capital
The share capital must be deposited into the newly created company’s bank account before submitting the application to the KRS. A bank statement serves as proof.
Step 6: Submitting the Application to the National Court Register (KRS)
The registration application is submitted to the appropriate District Court (Sąd Rejonowy), which maintains the KRS Business Register. The application can be submitted in paper form or electronically via the Court Registers Portal (Portal Rejestrów Sądowych). All necessary founding documents and proof of court fee payment must be attached.
Step 7: Obtaining REGON, NIP, and VAT Numbers
After registration in the KRS, the company receives a REGON statistical number. For tax purposes, it is also necessary to obtain a Tax Identification Number (NIP). The NIP application is submitted to the Tax Office (Urząd Skarbowy). If the company plans to carry out VAT-taxable transactions, it must also register as a VAT payer.
Step 8: Opening a Company Bank Account
After receiving all registration numbers, a company bank account must be opened to conduct business activities.
Step 9: Registration in the Social Insurance System (ZUS)
If the company plans to hire employees or board members will receive remuneration, it must register with the Social Insurance Institution (ZUS) as a contribution payer.
2. How to Choose a Company Name in Poland
Choosing a company name is an important step, as it will identify your company in the market and in official registers. When choosing a name, the following aspects should be considered:
- Uniqueness: The name must not be identical or too similar to the names of existing companies registered in the KRS. Before making a final decision, it is recommended to check name availability in the KRS database (available online).
- Relevance to business activity: It is advisable that the name reflects the company’s field of activity or at least does not mislead potential clients.
- Legal requirements: The name of a Sp. z o.o. must include an indication of the legal form – “Spółka z ograniczoną odpowiedzialnością” or the abbreviation “Sp. z o.o.”
- Language: The name may be written in Polish or using the Latin alphabet. Use of foreign words is permitted but may require additional justification during registration.
- Memorability and appeal: The name should be easy to remember and pleasant to the target audience.
- Domain and social media availability: Before making a final choice, check the availability of the corresponding domain name and social media accounts, which are important for the company’s online presence.
It is advisable to prepare several name options in case the preferred one is already taken.
3. Why You Should Register a Trademark in Poland
Registering a trademark in Poland (with the Patent Office of the Republic of Poland – Urząd Patentowy RP) provides several significant advantages for businesses:
- Exclusive usage rights: A registered trademark gives the owner the exclusive right to use the designation (word, logo, slogan, etc.) for the goods and services it covers in Poland. This means no one else can legally use an identical or similar sign without the owner’s permission.
- Protection against unfair competition: Trademark registration allows effective action against counterfeit products and unfair competitors who may try to exploit your brand’s reputation and recognition.
- Increased business value: A registered trademark is a valuable company asset that can be assessed, sold, licensed, or used as collateral.
- Strengthening brand image and recognition: Official trademark registration increases consumer trust and helps build a strong and recognizable brand.
- Possibility of additional income: The owner of a registered trademark can license it to other companies and receive royalties.
- Online protection: Trademark registration can help protect domain names and prevent their misuse by unscrupulous parties.
The trademark registration process includes filing an application with the Patent Office, examination of the application, publication of information about the application, and, if no objections are raised, issuance of a registration certificate. Registration is valid for 10 years and can be renewed for additional 10-year periods.
Conclusion
Business registration in Poland for foreigners is a multi-stage process that requires a thorough understanding of Polish law and compliance with established procedures. A proper understanding of the registration steps, name selection features, importance of trademark protection, and taxation aspects is a key factor for a successful business start and development in Poland. Seeking advice from professionals (lawyers, accountants, tax consultants) can help avoid mistakes and optimize the registration and further operation of the company. Poland offers broad opportunities for foreign investors, and with a competent approach, your business can successfully thrive in the European market.