Company formation

Entry into the Polish market

Due to the numerus clausus (type coercion) in Poland, different statutory corporate forms are not permitted. The Polish corporate law is primarily regulated in the Commercial Companies Code which came into force on 1 January 2001.

Admissible Company Forms

The foreign entrepreneur who intends to enter into a business activity in Poland, can select between several partnerships and two types of corporations.

Partnerships are by the relevant statutory definition:

• general partnership,
• limited partnership,
• professional partnership and
• limited joint-stock partnership.

Capital companies are the limited liability company and the joint-stock company.

Selection of Appropriate Form of Investment

The starting point when selecting the appropriate form of investment is usually the extent of the economic activity in Poland intended by the foreign entrepreneur. Likewise, the design options are crucial with regard to the articles of association’s content as well as to the tax treatment of the respective company form. Furthermore, provisions on the establishment of the respective company (including the different level of formation expenses) and the various liability contingencies have a considerable effect on the selection of the investment type.

Scope for the Establishment of a Limited Liability

We support you with the market entry in Poland and offer not only the formation of your partnership or corporation, but also the acquisition of an existing shell company.

• preparation and certification of the articles of association at the notary,
• registration of the company in the National Court Register,
• publication of the company’s registration in the Polish Court and Commercial Journal,
• application and collection of the REGON number at the competent Statistical Office,
• application and collection of the tax identification number NIP at the competent tax office,
• registration of the company as a VAT payer (payer of value added tax)
• opening of a bank account,
• provision/mediation of the required translations.

Takeover of a Shell Company

If you decide to take over an existing llc registered by our law firm, we are pleased to offer you the following consulting services:

• examination of a standard contract (articles of association) submitted to our law firm, whether the provisions contained therein are in conformity with the Polish law, supplement of the existing company’s articles of association according to the client’s specifications and organization of an extraordinary shareholders’ meeting to adopt the appropriate decisions at the notary,
• registration of the amendments in the National Court Register,
• publication of the registered amendments in the Polish Court and Commercial Journal,
• preparation of the agreement to transfer the shares to the client with notarization of the signatures before a notary,
• application of the amendments to the competent Statistical Office,
• application of the amendments to the competent tax office,
• opening of a bank account,
• provision/mediation of the required translations.

We will be at your disposal following the incorporation or acquisition of a shell company for an ongoing consultation of your business in Poland.