How to Set Up a Business in Poland: Incorporation, Tax & Incentives Overview

Poland the Right Choice for your Business

Poland has become one of the Europe’s most attractive places to do business as it provides a combination of a strong economy, skilled talent and market access to the wider European market at a cheaper cost.

Stable and Growing Economy

Poland offers a steady business environment as it has continued to maintain investor confidence even during the uncertain times and has continued to attract global companies across industries.

Skilled Workforce at Lower Cost

The country offers a large pool of educated professionals at costs cheaper compared to than in Western Europe, making it ideal for manufacturing, IT and service operations.

Supportive Policies and Incentives

Polish government has continued to attract foreign investors through support and active push such as tax reliefs, investment grants and incentives through Polish Investment Zone.

Poland’s economy offers business across all sectors from technology and logistics to advanced manufacturing and renewable energy.

Process of Setting Up a Company in Switzerland

Starting a business in Poland is straightforward once you understand the basic steps. The process is well-structured and transparent, allowing both local and foreign investors to register companies with ease.

Process of Setting Up a Company in Poland

Setting up a business in Poland involves a few well-defined steps. While procedures may vary slightly by company type, the overall process is simple and transparent under the Polish Commercial Companies Code.
 

1. Choose Legal Form and Company Name

• Select the business structure that best fits your goals. Poland allows the following main business forms: Limited Liability Company, Joint-Stock Company, , General Partnership, Professional Partnership, Limited Partnership, Sole Proprietorship and Branch or Representative Office of a Foreign Company
• Decide the company type based on liability, capital requirements, and management structure.
• Check your company name with the National Court Register (KRS) to ensure it is unique and compliant.

2. Draft Articles of Association or Statute

• Prepare the founding document which defines your company’s purpose, share capital, governance, and registered office.
• This must be executed as a notarial deed, unless you are registering online via the S24 electronic platform (for standard templates).

3. Deposit Share Capital

• The minimum capital requirement is PLN 5,000 for a Limited Liability Company, PLN 100,000 for a Joint-Stock Company, and PLN 1 for a Simple Joint-Stock Company.
• Capital must be deposited into a temporary bank account before registration.

4. Notarization and Registration with the National Court Register (KRS)

• Founders should sign an incorporation document before a Polish notary.
• The notary files all required documents electronically with the Commercial Division of the District Court through the KRS system.

5. Obtain Tax and Statistical Registration

• Once the company is registered, it will automatically receive its Tax Identification Number (NIP) and Statistical Number (REGON).
• The company must also register its ownership details in the Central Register of Beneficial Owners (CRBO) within 7 days.

6. Provide a Registered Office Address

• Every company must have a legal address in Poland for correspondence and registration.
• Foreign founders may use domiciliation or virtual office services initially.

7. Appoint Management and Resident Director

• Each company must appoint at least one management board member.
• There is no nationality requirement, however, non-EU residents need a valid work permit if managing operations physically in Poland.

8. Register for VAT, Social Security, and Insurance

• Register for VAT if annual revenue exceeds PLN 200,000.
• Employers must also register staff with Social Security (ZUS) and health insurance systems.

9. Open a Business Bank Account

• A Polish corporate account is required for transactions and tax payments.
• Banks require company registration documents, shareholder details, and identification of beneficial owners.

Approximate Timeline

Total duration: about 4–6 weeks from preparation to full operational readiness.
 

Business Structures in Poland — Finding the Right Fit

Poland offers several business structures under the Commercial Companies Code, which are varied based on ownership, liability, and scale of operations. Below are the options:
 

1. Limited Liability Company (spó?ka z ograniczon? odpowiedzialno?ci? — sp. z o.o.)

• The most popular form for both Polish and foreign investors.
• Can be established by one or more individuals or legal entities (except another single-shareholder LLC).
• Minimum share capital: PLN 5,000.
• Liability is limited to the company’s assets, shareholders are not personally liable.

 

2. Joint-Stock Company (spó?ka akcyjna — S.A.)

• Typically used by large enterprises or companies planning to raise funds publicly.
• Minimum share capital: PLN 100,000.
• Requires a management board, supervisory board, and general meeting of shareholders.
• Liability limited to company assets.

3. Simple Joint-Stock Company (prosta spó?ka akcyjna — P.S.A.)

• A new, flexible legal form introduced for startups and tech ventures.
• Minimum share capital: only PLN 1.
• Allows shares in exchange for work or services (not just cash).
• Easier setup and simpler liquidation process than a traditional S.A.

 

4. Limited Partnership (spó?ka komandytowa — sp. k.)

• Has both general partners (with unlimited liability) and limited partners (liability limited to their contribution).
• No minimum capital requirement.
• General partners manage the business, while limited partners are typically investors.
• Commonly used for joint ventures or investment structures.

 

5. Limited Joint-Stock Partnership (spó?ka komandytowo-akcyjna — S.K.A.)

• Combines features of a partnership and a corporation.
• Requires at least one general partner and one shareholder.
• Minimum share capital: PLN 50,000.

 

6. Branch or Representative Office of a Foreign Company

• Foreign companies can open a branch to conduct the same type of activity as abroad or open a representative office which might be limited to promotion and marketing.
• Both must be registered whether branches with the National Court Register (KRS) or representative offices with the Ministry of Development and Technology.
• Branches can conduct business operations, representative offices cannot.

 

Few Important Points to Consider

Before setting up your company in Poland, it’s helpful to be aware of a few key regulatory and practical points that apply to foreign investors.
Before setting up your company in Poland, it is important to understand these additional points:

1. Taxation and Incentives

• Corporate Income Tax (CIT) in Poland is 19%, with a reduced 9% rate for small taxpayers and startups.
• The Polish Investment Zone (PIZ) provides income tax exemptions for new investments across the country — not limited to specific zones.
• Poland has over 90 double taxation treaties, including with India, which help prevent tax duplication for international investors.

2. Employment and Social Contributions

• Employers must register all employees for Social Security (ZUS), health, and accident insurance.
• The combined social contribution rate is roughly 20–22% of gross salary (shared between employer and employee).

3. Annual Reporting and Audit

• Financial statements must be prepared within three months of the financial year-end and approved by shareholders within six months.
• Annual filings are submitted electronically to the National Court Register (KRS).

4. Using Shelf Companies

• Foreign investors can buy a shelf company which is a pre-registered entity as it helps to save time.
• Shelf companies already have registration, tax numbers, and bank accounts in place; changes in ownership or management are registered after purchase.

How Our Firm Can Help You

With our extensive experience in helping international businesses especially in establishing a presence in Europe, our firm is well-equipped to support your expansion plans in Poland. We can help you in:

• Market Study & Feasibility: We can assess opportunities and viability for your business in Poland and help you build a customized market entry roadmap.
• Partner & Investor Search: Identify local partners, distributors, or collaborators to help you achieve accelerated growth.
• Incorporation & Compliance: Assistance with setting up a subsidiary or branch, opening bank accounts, providing registered office and resident director services, VAT registration, bookkeeping, and statutory filings.
• Tax & Regulatory Strategy: Choose the best canton, plan cross-border taxes efficiently, and obtain sector-specific regulatory approvals.
• Ongoing Legal Support: From corporate governance, contracts, and dispute resolution to intellectual property protection, employment law, and immigration support, we ensure your business operates smoothly.

Poland offers a strategic location, favourable tax framework, and strong business ecosystem for international companies. Let’s explore how your company can succeed in Poland!