Company registration

Starting your own business is one of the most important steps in a career. Thanks to its stable economy and growing opportunities, Poland is an attractive place to run a business for both citizens and foreigners. Below you will find key information that can be helpful in this process.

Choosing the legal form of business

The first and most important step is deciding on the legal form of your company. This choice depends on many factors, such as the scale of planned operations, the degree of risk, the number of partners, and tax and accounting issues.

• Sole proprietorship (JDG): The simplest form, often chosen for starting. Registration takes place in the Central Registration and Information on Business (CEIDG). It should be remembered, however, that the owner is liable for the company’s obligations with their entire assets.

• Civil law partnership: Dedicated to at least two partners who want to operate under a common name, but each of them registers in CEIDG and is liable for obligations with their entire assets.

• Commercial companies: These require an entry in the National Court Register (KRS). They are divided into:

  • Personal companies (general, professional, limited, limited joint-stock) – characterized by greater flexibility, but partners often bear liability for the company’s obligations.

  • Capital companies (limited liability, joint-stock) – popular due to the limited liability of partners, who are generally liable for the company’s debts only up to the amount of capital contributed.

Starting a business for foreigners

The rights of foreigners to conduct business in Poland are diverse and depend on their legal status.

• Citizens from the EU/EEA/Switzerland have the right to establish and conduct business on the same terms as Polish citizens, which means they can also register a sole proprietorship.

• Foreigners from outside the EU/EEA/Switzerland who have specific permits (e.g., for permanent residence, long-term EU resident residence, refugee status) also have equal rights.

• Other foreigners, e.g., those with a business visa, can conduct business exclusively in the form of a commercial company. This offers the option to choose from several forms:

  • Limited liability company (sp. z o.o.): This is the most frequently chosen form due to its simplicity and security. Partners are liable for the company’s obligations only up to the amount of capital contributed, and the minimum share capital is PLN 5,000.

  • Limited partnership: This is a company in which at least one partner (the general partner) is liable for its obligations without limitation, and at least one (the limited partner) has limited liability.

  • Limited joint-stock partnership: This is a hybrid form, combining the features of a limited partnership and a joint-stock company. It is usually chosen for larger ventures.

  • Joint-stock company (S.A.): This is a form dedicated to large companies planning to raise capital on the stock exchange. It requires higher share capital (a minimum of PLN 100,000) and complex procedures.

In practice, to register a company, all partners must have a PESEL number, which can be obtained at the municipal office upon application.

Procedure and required documents

Depending on the chosen legal form, the registration process will look as follows:

• For sole proprietorships (JDG): The CEIDG-1 application form must be filled out, which also serves as an application for NIP and REGON numbers, as well as a notification to ZUS/KRUS and the head of the tax office. The application can be submitted online using a trusted profile or at any municipal office.

• For commercial companies: A company agreement must be drawn up. In the case of a limited liability company, this can be done online in the S24 system or traditionally with a notary, which is required for non-standard clauses in the agreement. An application for entry into the National Court Register (KRS) must then be submitted.

The following are required for company registration:

• Company agreement.

• List of partners.

• Statement on the contribution of share capital.

• List of management board members and their consent to perform their function.

• Personal data of all partners and management board members.

Choosing the form of taxation and PKD codes

Before starting a business, you must decide on the form of income taxation. The available options are:

• General rules (tax scale): tax rates are 12% and 32%.

• Flat tax: a uniform rate of 19%.

• Lump-sum tax on registered income: rates from 2% to 17%, calculated on revenue.

It is also necessary to define the business profile through the Polish Classification of Activities (PKD).

Further formalities and support

Throughout this process, you can count on the help of the Laut company. The company’s support may include:

• Support in choosing the legal form: Help in making an informed decision.

• Preparation and submission of documents: Completing the necessary forms and ensuring 100% legal compliance.

• Post-registration support: Informational assistance regarding further key steps, such as choosing the form of taxation or finding an accountant.

Let the specialists from Laut help you resolve any doubts. Take advantage of a free consultation to go through the company registration process efficiently and without errors.