Poland LLC / Limited Liability Company
A Poland LLC / Limited Liability Company is the most common method for an investment platform in Poland. As a separate legal entity, the Polish LLC is liable for its legal obligations, debts, loans, and judicial court judgments. The shareholders liability is limited to their contribution of the share capital. Foreigners can own 100% of the shares in a LLC.
The law which governs Polish LLC’s is the Polish Companies Code.
Background
Poland is officially called the “Republic of Poland” and is located in Eastern Europe and is a member of the European Union (EU).
Its political system is a unitary parliamentary republic with a President, Prime Minister, and an Upper and Lower House National Assembly.
Benefits
A Poland Limited Liability Company (LLC) has the following benefits:
• 100% Foreign Ownership: Foreigners can own 100% of the shares in a Polish LLC.
• Limited Liability: Shareholders’ liabilities are limited to their capital investment.
• One Shareholder: The minimum number of shareholders is one to form a LLC in Poland.
• One Director: Only a minimum of one director is required to form the LLC.
• Low Minimum Share Capital: The required minimum share capital is low.
Limited Liability Company
This is the most popular type of business set up by foreigners in Poland, and are intended for larger business ventures. Shareholders are only liable to the amount of share capital they hold.
To establish a company, share capital of PLN 50,000 is required.
In addition, it is necessary for the new company to obtain a REGON (statistical number), NIP (tax identification number) and register for VAT payment.
Steps Required:
- Partnership must be entered in the Polish Court Register
- Obtain Certificate of Approval,
- Post- Registration Procedures.
Time: 4 months
The steps to set up a company are as follows:
1. Execution of articles of association, which may be performed by an attorney. The following documents must be included:
- The business name and company’s registered office
- The purpose of the Company’s activities, as set forth in the Polish Classification of Activities
- If the company is established for a definite duration of a time, the duration of the company
The amount of share capital, at a minimum of PLN 50,000 - A provision as to whether a shareholder is allowed to hold more than one share
- The number of shares and nominal value subscribed for by each shareholder
It is recommended that the articles of association include information detailing what would happen if there was an increase in share capital, changes to the board of directors, additional contributions, dividends, and/or actions that require shareholder approval.
2. A Polish bank account must then be opened.
3. Contributions covering the entire company’s share capital should be paid to this new bank account.
4. An application to register the company with the Polish Court Register is then made. The following must be included:
- Motion for the REGON statistical number issued by the Central Statistics Office
- The application for the company’s registration with the Social Insurance Institution, agreeing to make the required payments, and
- The application containing the NIP tax number and relevant taxation offices.
5. The company’s management board is appointed.
6. The company is entered into the commercial register.
All of the above documents must be submitted in Polish, and therefore, if the applicant is not a Polish language native a registered translator must be appointed to translate the documents into Polish. If the signatories to the deed do not speak Polish, their signing must be in the presence of a sworn translator.
A company is able to operate as a “company in organisation” for up to six months before filing for registration and can make valid contracts. However, its activities can theoretically be impeded until it becomes a proper company.
