Foreign nationals looking to establish a business in Poland have several options depending on their country of origin. The process and legal requirements for setting up a business in Poland are influenced by whether the entrepreneur comes from a European Union (EU) or European Free Trade Association (EFTA) member state, or from a country outside these agreements.
Business Opportunities for EU and EFTA Nationals
Foreigners from EU member states or EFTA countries (Iceland, Liechtenstein, Norway, Switzerland) can set up and operate businesses in Poland under the same rules and conditions as Polish citizens. This means that individuals from these regions face no extra legal hurdles and can choose from various business forms with relative ease.
Business Opportunities for Non-EU Nationals
For foreigners outside the European Economic Area (EEA) or EFTA, the requirements are stricter. Non-EU citizens need to meet additional conditions, such as holding a valid temporary or permanent residence permit or possessing a Pole’s Card. Alternatively, some may qualify through specific government programs designed to attract foreign talent, such as the Poland Business Harbour program, which supports IT specialists and start-ups.
Business Structure Options in Poland
When setting up a business in Poland, entrepreneurs can select from several legal forms of business entities, including:
- Civil Law Partnership (Spółka Cywilna): A basic partnership structure ideal for small businesses or professionals working together.
- Registered Partnership (Spółka Jawna): A partnership where all partners share responsibility for the business’s liabilities.
- Professional Partnership (Spółka Partnerska): A partnership structure designed for professionals such as lawyers, doctors, or architects.
- Limited Partnership (Spółka Komandytowa): A partnership that allows for limited liability for some partners, while general partners bear full liability.
- Limited Joint-Stock Partnership (Spółka Komandytowo-Akcyjna): A hybrid between a limited partnership and a joint-stock company.
- Limited Liability Company (Spółka z o.o.): The most popular business structure, offering limited liability for shareholders.
- Joint-Stock Company (Spółka Akcyjna): Best suited for larger businesses, especially those looking to raise capital through public offerings.
- Simple Joint-Stock Company (Prosta Spółka Akcyjna): A new, flexible form of joint-stock company, designed to simplify the process of starting and managing a company.
- Branch Office of a Foreign Entrepreneur: Foreign businesses can also establish branch offices to carry out business in Poland.
- Representative Office: For companies looking to conduct only promotional or advertising activities, a representative office can be opened.
- This office does not engage in direct commercial activities and must be registered in the Register of Representative Offices of Foreign Entrepreneurs.
Partnerships vs. Companies
In a partnership, the day-to-day operations are typically managed by the partners themselves. These partners are the owners of the business, and depending on the type of partnership, they may bear full personal liability for business obligations. On the other hand, in a company, business operations are handled by the management board, which is appointed by the shareholders. This separation of ownership and management allows for greater flexibility and limits personal liability for the owners.
Management Boards and Corporate Governance
In Polish companies, the management board is responsible for running the business. Shareholders, unless otherwise stated in the company’s articles of association, appoint the board members through a formal resolution. It’s important to note that any individual, regardless of nationality, can be appointed to the management board of a Polish company.
However, appointing a foreigner to the management board does not automatically grant them the right to reside in Poland. To legally live in Poland, foreign nationals must possess the necessary permits, such as a national visa, a Schengen visa from another country, or, in some cases, benefit from visa-free travel (e.g., for Ukrainian citizens). In addition, non-EU nationals may require a work permit to engage in business activities within the country.
Some companies in Poland, particularly joint-stock companies, are also required to have a supervisory board. The supervisory board oversees the management board’s activities and provides additional protection against potential mismanagement.
Shareholder Meetings and Corporate Decision-Making
In Polish companies, shareholder decisions can be made in several ways:
- Shareholder Meetings: These formal meetings are held to vote on important matters such as approving financial statements, electing the management board, and deciding on profit distribution.
- Remote Voting: Shareholders can also adopt resolutions remotely through means of communication like Skype or MS Teams, as long as all shareholders agree.
- Without Holding a Meeting: If all shareholders are in agreement, resolutions can be adopted without the need for a formal meeting, providing flexibility for decision-making.
Restrictions on Management Board Appointments
Polish law imposes certain restrictions on who can be appointed to a management board. Individuals convicted of specific economic or criminal offenses, such as crimes against public safety, cannot serve on the management board of a Polish company. These restrictions are outlined in Article 18 § 2 of the Polish Commercial Companies Code, ensuring that businesses are managed by individuals who meet the legal and ethical standards required for corporate governance.
Steps for Setting Up a Business in Poland
Regardless of which form of business you choose, your company must be registered with a legal seat in Poland. Depending on the business structure, the following steps must be taken to legally conduct business in the country:
- Draft Articles of Association or Statutes: This document must be drafted and notarized, or in some cases, can be submitted electronically if you have a Polish PESEL number.
- Register with the National Court Register (KRS) or Central Register and Information on Economic Activity (CEIDG): These registries formally establish the legal existence of your business.
- Open a Business Bank Account: This is a mandatory step for financial transactions and tax obligations.
Register Employees with the Social Security Office (ZUS): Businesses employing staff must enroll their workers in Poland’s social insurance system. - Set Up Books of Accounts and Commence Statutory Reporting: This includes filing for the uniform control file (JPK) for tax compliance.
Pay Share Capital or Contributions: In companies, shareholders must contribute the necessary share capital, while partners in partnerships are required to make contributions. - File an Application to the Register of Ultimate Beneficial Owners (CRBR): This registry identifies the actual persons benefiting from a company’s business activities.
- Establish Corporate Bodies: In companies like limited liability companies (Sp. z o.o.) or joint-stock companies (S.A.), you must establish the necessary corporate governance bodies, such as the management board or supervisory board.
Timeline for Business Registration
Setting up a business in Poland typically takes a few weeks. The process involves submitting various forms and documents to the relevant authorities, including the KRS or CEIDG. Due to the complexity of the forms and the need for legal precision, many entrepreneurs opt to work with legal advisors to ensure the process goes smoothly and that their business is compliant with all regulations.
How We Can Assist
At our law firm, we provide a comprehensive range of legal services to guide foreign entrepreneurs through every step of setting up and running a business in Poland. Depending on the type of business structure you choose, our experienced team can assist with the following critical tasks:
- Drafting Articles of Association or Statutes: Whether you opt for a limited liability company (Sp. z o.o.), joint-stock company (S.A.), or partnership, we will help draft the necessary legal documents. If required, this can be done in the presence of a notary, or electronically if you have a PESEL number.
- Registering the Company: We handle the entire registration process, including filing the necessary documents with the National Court Register (KRS) or the Central Register and Information on Economic Activity (CEIDG), ensuring your business is legally established and fully compliant with Polish regulations.
- Opening a Business Bank Account: A business account is essential for your company’s financial operations and tax reporting. We can assist in selecting the appropriate banking institution and managing the necessary documentation.
- Registering Employees with Social Security (ZUS): If your business plans to hire staff, we handle the registration of employees with the Social Security Office (ZUS), ensuring compliance with Polish labor laws regarding pensions, healthcare, and employee benefits.
- Setting Up Financial Reporting Systems: Our legal and tax professionals will help you open and maintain the necessary accounting books, as well as comply with statutory reporting requirements such as the Uniform Control File (JPK), ensuring that your business stays compliant with Polish tax authorities.
- Paying Share Capital or Making Contributions: For businesses structured as companies (such as Sp. z o.o. or S.A.), our team wil ensure the correct share capital is paid up. For partnerships, we assist in formalizing the required contributions from each partner.
- Filing with the Register of Ultimate Beneficial Owners (CRBR): To meet transparency requirements, we handle the submission of information regarding the ultimate beneficial owners of the company to the appropriate Polish authorities.
- Establishing Corporate Governance Bodies: For companies like limited liability companies (Sp. z o.o.) or joint-stock companies (S.A.), we help set up the required corporate bodies, such as the management board or supervisory board, ensuring your governance structure complies with Polish law.
These essential steps are critical to ensuring that your business is not only legally compliant but also set up for success. Our law firm takes the burden of managing these complex procedures off your shoulders, allowing you to focus on growing your business in Poland.
Let us handle these procedures for you, ensuring that every legal aspect of your business is taken care of professionally and efficiently.
