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Company Incorporation Poland

Introduction to Polish Company Formation

There are generally two reasons why business investors set up companies abroad: either to access new markets or to cut costs. Poland, which joined the EU in 2004, scores exceptionally well on both counts. The Polish market is the largest in Central Europe – larger, in fact, than the other nine new EU members put together – and labour costs are low. Foreign investment is pouring into the country, fuelling sustained economic growth of more than 5% a year.

What are the main types of Polish Company Registration?

There are four main kinds of Polish company formation for foreign investors and they are as follows:

  • limited liability company (sp. z o.o)
  • joint stock company (S.A.)
  • partnership
  • sole proprietor

What are the main features of a sp. z o.o limited liability company?

  • the most popular format for small and medium sized companies
  • minimum share capital is 5,000 zlotys (€12,728), to be fully paid up
  • minimum number of directors is one
  • no restrictions on foreign shareholders
  • annual accounts to be prepared and held at company offices

What are the main features of an S.A. joint stock company?

  • popular format for larger companies that wish to raise public capital
  • minimum share capital 500,000 zlotys (€127,280), at least 25% to be paid up
  • two-tier system comprising management and supervisory boards
  • 8% of annual profits to reserve fund (maximum 30% of share capital)
  • annual accounts and independent audit required

What are the main forms of partnership in Poland?

There are four main kinds of partnership under Polish corporate law:

  • registered partnership (all partners have equal and unlimited liability)
  • limited partnership (some partners have limited liability)
  • professional partnership (some concessions regarding partner liability)
  • limited joint-stock partnership (includes partners and shareholders)

What are the main features of a sole proprietor company?

  • the simplest and least-regulated form of business entity
  • very popular format for small business enterprises
  • sole trader has unlimited liability for all liabilities and debts
  • profits are subject to Polish income tax at individual rates

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