Poland Company Formation

Poland Company Formation

Bermuda Exempt CompanyPolish Spółka (Sp Z o.o.) Company Formation

‘Spółka z ograniczoną odpowiedzialnością’ translates to ‘Limited Liability Company’. Abbreviated to sp z o.o., it is a company structure identical to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a sp z o.o. are liable to lose only the value of the share capital to which they subscribe.

The sp z o.o. is the most common form of incorporation in Poland for small and medium sized companies, the incorporation process takes less than six weeks and ready made companies are available for immediate trading.

Bermuda company formation nameCompany Name

Company names in Poland must be pre-approved for availability and acceptability by the National Court Register (KRS); after you have submitted the proposed name of your company to us; we can often obtain approval within several hours. You can carry out a free name check now using our Company Name Check service. Your company name must be unique and not deceptively similar to the name of any other Polish company; it can be in any language using the Latin alphabet but must contain the suffix spólka z ograniczona odpowiedzialnoscia or, the abbreviation spólka z o.o. or sp. z o.o to denote Limited Liability. The use of certain words, such as ‘bank’, ‘insurance’ and ‘group’ require special permission.

Bermuda company formation registered officeRegistered Office

All companies are required to have a registered office in Poland, where legal company documents and correspondence may be served. We provide a registered office as part of our incorporation package.

Bermuda Incorporation directorDirectors

Only one director is required to incorporation a company in Poland, this must be an individual. Corporate directors are not permitted. There are no restrictions on the nationality and residency of directors but for practical reasons we recommend a resident director. A register of directors must be kept at the company’s registered office in Poland.

Bermuda company formation shareholderShareholders

Only one shareholder is required. There are no restrictions on the nationality or residency of the shareholders, 100% foreign ownership is permitted. A shareholder register must be kept at the registered office.

Bermuda company formation share capitalShare Capital

The minimum share capital is PLN 5,000 (approximately EUR 1,250) with the lowest permitted share value being PLN 50 (approximately EUR 12).

company formation filing requirementsFiling Requirements

Polish companies are required to prepare accounting records that must be kept at the registered office in Poland and submit annual financial statements within three months following the end of the financial year. Auditing of the accounts is only required if the company exceeds a certain size.

Bermuda company incorporation timescaleTimescale

Typically it takes three to four weeks to fully incorporate a company and receive the REGON number.

Bermuda company formation feesPoland Company Formation Fees

Poland Sp z.o.o Company Formation – 3-4 weeks

  • Preparing project of Articles of Association and other forms and documents needed in court and public departments
  • Making appointment with the notary
  • Preparing application for the National Court Register (KRS)
  • Notary Fees (£400)
  • Applying in the National Court Register and registration
  • Preparing documentation needed in the Central Statistical Office (GUS)
  • Applying in the Central Statistical Office and obtaining statistical number (REGON)
  • Preparing documentation for the Tax Office
  • Applying in the Tax Office and obtaining tax number (NIP)
  • Registration for VAT, Collection of complete extract from the National Court Register. (£140)
  • Reserving your Company Name
  • Prepare your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • File the documents with the National Court Register (KRS)
  • Appoint the Directors
  • Minutes appointing first Directors
  • Minutes of Board Meeting
  • Certificate of Incorporation
  • Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier
£2220
Poland Sp z.o.o Ready Made Company – 1 day

  • Articles of Association
  • Registration Certificate (KRS)
  • Share Capital of 5,000 PLN (appx €1,250). Balance on account appx. PLN 100
  • Preparation of the transfer documents
  • Removal of existing director and appointment of new directors
  • Court filing and tax office filing of new purchaser information
  • Statistical Office registration (Regon number certificate)
  • Registration for corporate income tax and value added tax
  • Active company bank account
  • Current accounting records, including all required Court filing and tax office filing
  • Delivery of documents by FedEx / DHL courier
£4500
Additional Services
Company Administration & Registered Office (required)£600
Assistance with opening a Bank Account in Poland£400
Company Secretary (if required)£420
Annual Renewal Fees
Company Administration

  • Provision of the Registered Office in Poland
  • Compliance with local domicile requirements
  • Payment of Government Fees
  • Maintaining statutory records
  • Maintenance of Shareholder Register
  • Maintenance of Director Register
  • Statutory Due-Diligence
  • 12 months basic consultation
  • Ensuring that your company is kept in good standing through payment of the annual government fee and filing of annual documents
£600
Directors Register Maintenance£175

Your company will be incorporated using your chosen name and we will ensure that the procedure is as simple as possible.

The whole incorporation process can be completed online and we will administer the preparation and filing of all registration forms on your behalf.

Bermuda company incorporation proofProof of Identity

As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.

Bermuda Company formation travelTravel

There is no requirement to visit Poland in order to incorporate a company.

Poland
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