Legal Requirements and Procedures for Starting a Business in Poland

Starting a business in Poland is a process governed by specific legal requirements and procedures designed to ensure compliance with Polish law. Whether you are a Polish citizen or a foreign investor, understanding these steps is crucial to establish a legally compliant and successful company.

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1. Choose the Business Form

The first step is to decide on the legal form of the business. The most common forms in Poland include:

• Sole proprietorship (jednoosobowa działalność gospodarcza) – suitable for small businesses and sole entrepreneurs.
• Civil law partnership (spółka cywilna) – for small partnerships.
• Registered partnership (spółka jawna) – for partnerships with more formal structure.
• Limited partnership (spółka komandytowa) – with general and limited partners.
• Limited liability company (spółka z ograniczoną odpowiedzialnością, Sp. z o.o.) – popular for small and medium enterprises.
• Joint-stock company (spółka akcyjna, S.A.) – usually for larger enterprises.

2. Business Name and Registration

• Choose a unique business name that complies with Polish naming rules.
• Register the business in the appropriate register:
  • CEIDG (Central Register and Information on Economic Activity) for sole proprietorships.
  • KRS (National Court Register) for partnerships and companies such as Sp. z o.o. and S.A.

3. Obtain Necessary Permits and Licenses

Certain types of businesses require special permits or licenses, such as:

• Food service
• Financial services
• Transportation
• Pharmaceuticals

Check with relevant regulatory authorities depending on your business activity.

4. Tax Identification and Statistical Number

• Register for a Tax Identification Number (NIP) if not assigned automatically.
• Obtain a REGON number (statistical number) from the Central Statistical Office (GUS).
• Register for VAT (Value Added Tax) if your turnover exceeds the threshold or if you want to be a VAT payer voluntarily.

5. Social Security Registration

• Register your business and employees with the Social Insurance Institution (ZUS).
• This is mandatory for paying social security contributions and health insurance.

6. Open a Bank Account

• Open a business bank account in Poland.
• This is necessary for financial transactions and legal compliance.

7. Capital Requirements

• Some business types require minimum share capital:
  • Sp. z o.o. requires a minimum share capital of PLN 5,000.
  • S.A. requires a minimum share capital of PLN 100,000.

8. Draft Articles of Association / Partnership Agreement

• For companies like Sp. z o.o. and partnerships, draft and notarize the Articles of Association or Partnership Agreement.
• This document outlines the rules of operation and shareholders’ rights.

9. Register the Company

• Submit all required documentation to the KRS court or CEIDG portal.
• For companies, registration involves notarized documents, shareholder declarations, and payment of registration fees.

10. Reporting and Compliance Obligations

• Maintain proper accounting records according to Polish accounting standards.
• Submit annual financial statements.
• File tax returns timely (corporate income tax, VAT, personal income tax).
• Comply with labor law if you employ staff.

Summary Table of Key Steps

Additional Tips for Foreign Investors

• Foreigners can fully own companies in Poland without restrictions in most sectors.
• Some regulated sectors may require additional approvals.
• It is advisable to engage a local legal advisor or business consultant to ensure compliance.
• Poland is part of the EU, so EU citizens benefit from simplified procedures.