9 steps to set up a business in Poland

The company charter (joint-stock company) or the articles of association (limited liability company) shall be drawn up, duly signed and notarized.

The company charter of a joint-stock company should contain the following:

• business name and company seat,
• type of activity,
• duration of the company, if limited,
• amount of share capital, capital paid-in before registration, the nominal value of the shares and their number, the indication whether they are registered shares or bearer shares,
• number of each type of shares and rights associated with specific share types, if applicable,
• names and addresses of the founders,
• number of members of the governing and supervisory bodies, or at least a minimum or a maximum number and an entity authorised to appoint the members,
• a newspaper/periodical for publishing announcements, if the company intends to publish announcements in other than the Court and Economic Monitor (Monitor Sądowy i Gospodarczy).

The articles of association of a limited liability company should contain the following:

• business name and company seat,
• type of activity,
• duration of the company, if limited,
• amount of share capital,
• whether a shareholder is entitled to one or more shares,
• number and nominal value of shares held by individual shareholders.

Paying up the funding capital

Joint-stock company: at least 25% of the entire initial capital should be covered.
Limite liability company: the entire initial capital must be covered.

The next step is to submit an application for registration in the Register of Entrepreneurs in the National Court Register (KRS). The applications are to be submitted to the regional Economic Departments of the National Court Register competent for business activity location. The application, signed by all management board members, should be submitted with the following documents attached:

• The company charter or articles of association;
• Documents appointing the company’s governing bodies, with a specification of appointed members. In the case of a limited liability company only when these were not defined in the articles;
• A statement from all members of the Board of Management that the contributions towards initial capital have been made by all shareholders in full (limited liability companies), or that the share payments and contributions in kind envisaged by the charter have been effected lawfully (joint-stock companies);
• A list, signed by all members of the Board of Management, giving the names of the shareholders (individuals and companies) and the number and nominal value of shares held (limited liability companies);
• Specimens of the signatures of the Board of Management members, certified by a notary or made in person in the presence of the Court;
• Notarial deeds on establishing the company and on the subscription of shares (joint-stock companies);
• A receipt for the share payments, certified by a bank, or an investment company. If there are contributions in kind to be made after the registration, a statement from all members of the Board of Management that the contributions are ensured, as required by the law (joint-stock companies)

It is important to note that there exists a possibility of submitting along with the application for registration in the Register for Entrepreneurs in the National Court Register (KRS), an application for the REGON identification number (see Step 3) and an application to receive a Tax Identification Number (NIP) (see Step 5). In the abovementioned situation, the Economic Departments of the National Court Register competent for business activity location are responsible for sending the REGON application to the relevant State Statistical Office and NIP application to the tax office not later than 3 days after the entry to the court register. However, it would be advisable to file all the three applications separately, as in practice such proceedings seem less time-consuming.
Registration in the National Court Register (KRS) is officially announced in the Court and Economic Monitor.

Sole proprietorship and partners in civil partnership must be registered in the Business Activity Register (Ewidencja Działalności Gospodarczej) which is held by the head of a commune (wójt), the mayor of a town or the president of a city.

Within 14 days of the date of the notarial deed the company should notify the Statistical Office (Urząd Statystyczny) in order to obtain a REGON identification number. However, it is possible to file the application for the REGON identification number along with the application to register the company in the National Court Register (see Step 2). The REGON identification number is issued by the Statistical Office competent for business activity location, free of charge and usually straight away.

As required by Polish law, every company is obliged to have an account at a Polish bank. In order to open an account the company should present a REGON certificate, company charter or the articles of association and specimen signatures.
In order to open a bank account the Company must possess a stamp with the Company’s name

In order to benefit from VAT deductions and issue invoices, the Company must have a tax identification number (NIP). The following documents should be filed in order to obtain a tax identification number:

• company charter or the articles of association
• excerpt from the National Court Register
• REGON certificate
• documents confirming legal title to premises or real estate on which the company’s seat is located
• bank account agreement

Simultaneously with applying for the Tax Identification Number, the Company may register for the purposes of VAT. If the annual turnover of the Company exceeds EUR 10,000, it is obliged to register as a VAT remitter. The Company is obliged to register before conducting its first VAT-covered business activity.

In case of a Company, planning to conduct any activity of intra-Community supply of goods or services it is obliged to register as a VAT EU remitter.

Within 7 days of the employment of the first employee, the Company must register at the Social Insurance Institution as an insurance contribution payer. The notification should be submitted at the Social Insurance Institution inspectorate competent for business activity location.

REGON and NIP certificates should be attached to the Social Insurance Institution application. Even though it is not required by law to have a NIP number at the moment of registration at the Social Insurance Institution, in practice the software system used by the Social Insurance Institution, does not accept entries without a NIP number.

Within 30 days of the employment of the first employee, the National Labour Inspectorate should be notified. The notification should contain the information on the number of employees, the type, scope and location of business.

The Chief Sanitary Inspectorate should be notified within 30 days of the commencement of business. This obligation does not apply to sole proprietorship.
The relevant regional Sanitary Inspectorate should be informed of the type, scope and location of business.

One-stop shop

Important efforts are being currently made in order to implement “one-stop shop” policy to the procedure of setting up a business in Poland. Some local authorities already apply this method to registering companies willing to operate within their territorial range of competence. Simultaneously, more and more institutions involved in the process of registering a Company in Poland provide the possibility of filing relevant applications via internet.