Limited Liability Company registration in Poland

It must not contain sensitive words that imply criminal activity or contradict to the standards of public morality. The words such as Assurance”, “Bank”, “Insurance” are the subject of licensing.

The name of the company may not create any associations with the governmental bodies, agencies and departments.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must be written in Latin letters and contain the abbreviation ” Sp. z o.o ” or ” Spólka z o.o. ” which means limited liability.

A Polish LLC is required to have a registered office address in Poland.

One director is the minimum required. There is no requirement for them to be locals but there is a requirement to hold the meetings of directors within the territory Poland.

Corporate persons cannot become directors. The director and shareholder can be the same person. The directors’ details are registered on the public record and can be accessed by the public.

The appointment of a secretary is not mandatory, but optional.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate persons can become shareholders. There is no requirement regarding the place and frequency of the shareholders’ meetings.

The director and the shareholder can be the same person. The shareholders’ details are registered on the public record and can be accessed by the public.

The beneficial owners’ details are registered on the public record.

The owners of the Polish LLC are free to determine any amount but not less than €1.230 EUR (5.000 PLN) as the authorized capital at incorporation. The authorized capital is the maximum amount of capital that the company is authorised by its constitutional documents. In the case of Poland, it should be denominated in polish zloty – PLN.

A Poland LLC may issue shares however the minimum par value price of the shares should be €12,5 EUR (50 PLN).

There is a requirement to have the authorized capital of the company fully paid up. This means that the owners of an LLC are required to pay their contributions during the incorporation.

The incorporation period in Poland may take up to 2 weeks.

Ready-made but unused LLCs are available in Poland, in case you are in need of a quicker incorporation process.

Polish legislation does not contain any requirements regarding the economic substance of the Limited Liability Companies. This means that the company is not required to have premises, an adequate number of employees and the number of expenditures to support its activity in Poland. A Limited Liability Company must have an address within the territory of Poland that will be registered as a company’s address.

A Limited Liability Company incorporated in a Poland is obliged to prepare and file accounting records. Such records should be kept in the registered office in Poland. The auditing of the accounting records is conducted only in case of a certain size of the LLC with a certain turnover.

The corporate tax rate in Poland is 19% but in case of small and medium enterprise with turnover of €1.200000 EUR (5.400000 PLN) it may be reduced to 9%. However, Poland has a well developed system of tax exemptions. Moreover, Poland has a big number of double tax avoidance treaties and due to being a member state of the EU, a Polish LLC is entitled to the tax benefits that are established on the EU level. The VAT rate is 23%, but can be reduced to 8%, 5% and 0% rates for the certain categories of goods and services. The registration of VAT is obligatory in case the turnover is €45.000 EUR (200.000 PLN)