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Types of Companies in Poland

Types of Companies in Poland

Poland is a country that welcomes foreign investors and generally grants them the same investment rights as it does for national investors. There are several types of companies that can be incorporated in Poland and investors can choose the most suitable form for their desired business activity.

The types of companies recognized by the Polish Company Act are described below. In case you need assistance with opening any type of company in Poland, our team of company formation agents is at your disposal.

 Quick Facts  
 Limited Liability Company (spółka z ograniczoną odpowiedzialnością) – main features

At least one shareholder  (natural person or a legal entity)

Board members must be appointed

No restrictions as to the residency and nationality of board members

Minimum share capital – PLN 5,000

The company has legal personality and is liable for its own debts

 Joint-Stock Company (spółka akcyjna) – main characteristics

Represented by a board of directors consisting of at least one member

A legal entity with a separate legal personality

Minimum share capital – PLN 100,000 (cash or contribution)

Stakeholders have limited liability up to the value of their shares

A supervisory board must also be appointed

Opening the company in Poland grants you KRS, REGON, and NIP  identification numbers

Limited Parternship (spółka komandytowa) – main features 

Two types of partners: general and limited

General partner represents a limited partnership with unlimited liability

Limited partner is only liable up to the amount specified in the articles of association

No legal personality, but it has legal, judicial, and procedural capacity

No minimum share capital

Name should contain the surname of at least one of the general partners

Opening a Polish limited partnership company requires submitting an application to the National Court Register 

 Registred Partnership (spółka jawna) – main  – main characteristics

Two individuals or business entities

No legal personality; acts on its own behalf and has its own assets and debts

Partners are jointly and severally liable for the partnership's obligations

Suitable for relatively small-scale business activity

No minimum share capital

 Name should contain the surname or business name of at least one of the partners

Opening the company in Poland requires submitting an application to the National Court Register

 Limited Joint-Stock Partnership (spółka komandytowo-akcyjna) – main features

Combines the personal commitment of an active partner with the capital provided by a passive partner

The name should contain the surname or business name of at least one of the general partners

No legal personality, but it does have legal, judicial, and procedural capacity

Founders or partners can be one or more entities

Minimum share capital – PLN 50,000

Must register the Polish company to the National Court Register

Sole Proprietorship (jednoosobowa działalność gospodarcz) – main characteristics 

Ruled and owned by a single liable individual

A type of company in Poland used by small businesses

No legal separation between the business and the owner's personal assets

The owners keep all the business's profits after paying taxes on them

Might also include additional employees 

 Other types of companies in Poland

 Cooperative (spółdzielnia); Professional partnership (Spółka partnerska, sp. p.)

Simplified joint-stock company (Prosta spółka akcyjna)

Fundations, etc.

Learn more about other types of companies from our specialists in company formation in Poland

 

 Representative offices – main features

Not a type of company in Poland in the traditional sense, it is allowed only to engage only in promotional and advertising activities for the benefit of the foreign parent company

Required to be registered in a special register of foreign representative offices

Must include the business name of the foreign parent company; must be renewed every two years

 Branch offices – main characteristics

Allowed to engage only in the same business activities as the foreign parent company in its home country

Name must include the business name of the parent company

Required to keep separate books and accounts in Polish and in Polish currency 

 Applied taxes Corporate income taxes; capital gains  
 Number of double taxation treaties (approx. ) 

83 

 VAT rate in Poland

23% (standard rate), 8% (pharmaceutical products and passenger transport services, goods for the Social Housing Programme) 5% (books, unprocessed food, and basic food); 0% (exports of goods to countries outside the European Union), exemption (certain services such as insurance) 

 Business Permits and Licenses

Industry-specific ones (gambling, liquor, import/export, telecommunications, etc.)  

 Local bank account required (YES/NO)

 YES

 Corporate Tax Rate in Poland   9-19% 

The Polish Limited Liability Company

The Polish limited liability company is the most common type of commercial company in Poland. After all the incorporation documents are in order, the company is registered at the National Court Register (KRS). It can have one or more shareholders and requires a minimum share capital of 5,000 PLN with the nominal value of a share no lower than 50 PLN. The Polish limited liability company has a management board formed of one or more members. The company must pay the corporate income tax and VAT.

Note that EU nationals can open a company in Poland without restrictions, while non-EU nationals face some legal limitations.

Before you set up this type of structure, you must be familiar with the taxation system. Polish limited liability companies are taxed through the corporate income tax (CIT), set at 9% for profits up to 2 million EUR and 19% for higher profits. Dividends are taxed separately, with a 19% withholding tax for private individual shareholders and according to Double Taxation Treaties for foreign shareholders.

Liability for shareholders is limited to their contributed shares, while directors may be liable for company obligations if they fail to file for insolvency within the legal timeframe.

In case you would like to start a limited liability company in another country, for example opening a limited company in Belgium, we recommend our partners – CompanyFormationBelgium.com.

The Polish Joint-Stock Company

The Polish joint-stock company is mainly destined for large businesses and can be founded by one or more entity (natural or legal persons). The minimum share capital for this type of company is 100,000 PLN and the nominal value of one share cannot go below 0.01 PLN. This company also has a management board, an additional supervisory board and is a VAT and corporate tax payer. The joint-stock company also has to be registered at the National Court Register.

Opening this type of company in Poland generally involves these steps:

  • Drafting the Articles of Association;
  • Registering the company with the Company Register (KRS);
  • Obtaining a tax identification number (NIP);
  • Obtaining a statistical number (REGON).

The CIT applies the same as in the case of a Polish limited liability company. Our accountants in Poland can provide more assistance in this matter. Liability for shareholders in a Polish joint-stock company is limited to their contributions, while members of the management board are generally not liable for company debts if they fail to file for insolvency on time.

We can help you with legal advice regarding the Polish company formation process. 

The Polish Limited Partnership

The limited partnership is suitable for a business of any scale. It is a commercial partnership with no legal personality but with legal and judicial capacities. There are no minimum share capital requirements for this business form but it must have at least two founders, legal or natural persons. The limited partnership has two types of partners: a general one with unlimited liability and a limited partner that is liable only for a specific amount, as detailed in the Articles of Association. This partnership must be registered at the National Court Register.

The Polish Civil Partnership

The civil partnership is suited for small-scale businesses conducted by at least two entities, natural or legal. The civil partnership does not have separate legal entity, only its partners have, and it must not be registered at the National Court Register. There is no minimum capital and its assets can be contributed by the partners (movable, immovable assets). The partnership does not pay any taxes itself, instead the partners must pay income tax. The partnership can be subject to VAT registration in Poland.

The Polish Registered Partnership

The registered partnership (or general partnership) is also suitable to smaller businesses in Poland conducted by at least two entities, natural or legal entities. It does not have legal personality but has legal and judicial capacity and must be registered at the National Court Register. There is no minimum capital requirement. This type of partnership is a VAT payer and income tax applies on its individual partners (personal income tax or corporate income tax, depending on the partner’s legal status).

The Polish Limited Joint-Stock Partnership

The limited joint-stock partnership has an active partner (one who possesses the know-how for example) and a shareholder (provider of capital) who is a passive partner. It does not have legal personality but has legal and judicial capacity and it too must be registered at the National Court Register. The minimum share capital for this type of partnership is 50,000 PLN, with the minimum nominal share value of 0.01 PLN. The partnership is a VAT payer. The general partner will have unlimited responsibility for the partnership’s obligations while the shareholders are not liable for its obligations. 

The Polish Sole Proprietorship

The sole proprietorship, or individual business activity, is the simplest form of business and is destined for individual small-scale businesses. It is conducted by a natural person with legal capacity, the capacity to take legal actions and judicial capacity. There is no minimum share capital and the person conducting this type of activity is subject to personal income tax. The founder bears full liability with all personal assets.

Sole proprietorships in Poland must be registered to operate legally, with no restriction based on nationality. For foreigners interested in establishing this type of structure in Poland, residency status may be important. Permanent residents of Poland, the EU, and the USA face relatively fewer regulations in setting up their businesses. However, other foreign nationals may also register a sole proprietorship in Poland if they hold specific residency permits, such as a long-term EU resident permit, refugee status, or Poland Business Harbor Visa.

The registration process involves multiple steps. These include:

  • Determining eligibility;
  • Selecting an accounting system;
  • Finalizing the company name (typically the owner’s name);
  • Choosing a PKD code (classification of economic activity);
  • Selecting an income tax form;
  • Checking for VAT liabilities;
  • Deciding on the frequency of tax payments (monthly or quarterly);
  • Setting up a bank account (either a new account in the company’s name or using the owner’s existing account);
  • Submit necessary documents to the Central Register and Information on Economic Activity (CEIDG).

We can provide more assistance if you wish to register a company in Poland.

Foreign companies operating in Poland

Apart from the types of Polish companies mentioned above, foreign companies can also set up branch offices and representative offices in Poland. These two types of business vehicles, however, offer limited possibilities. In the case of a branch office, its activity will be the same as the parent company’s. The representative or the liaison office will only be allowed to carry out research and marketing activities in Poland. The main advantage of these types of companies is that the liability will remain on the parent company. The branch must also register for VAT in Poland.

Additionally, companies registered in an EU country may also register European companies or European Economic Interest Groups.

You can also open a subsidiary in Poland if you are interested. A subsidiary company is owned or controlled by a parent corporation and is legally distinct and subject to Polish laws on accounting and taxation. Despite its affiliation with the parent company, the subsidiary has its own liability.   

In Poland, subsidiaries can take various legal forms, including limited liability companies and joint stock companies. Both types of companies are commonly used as subsidiary structures for foreign companies expanding their operations into Poland. The choice between these structures depends on the size of the company, the regulatory requirements, and the specific business needs of a company.

We can help you with subsidiary company formation in Poland as well.

Statistics about Polish companies

If you are looking to explore more about opening a company in Poland, you can discover some interesting statistics related to this subject below:

  • At the beginning of 2022, there were approximately 2.5 million sole proprietorships registered in the country;
  • There were over 530,000 total companies in Poland in 2022;
  • In the same year, there were over 448.000 limited liability companies;
  • More than 8.400 were joint stock companies in 2022.

Our accountants in Poland can provide investors with ongoing assistance and counsel, according to the type of company they choose to incorporate. Business owners are advised to seek professional accounting services and solutions as soon as they incorporate, in order to meet the ongoing compliance requirements in the country. If you plan on opening a company in Poland, our accountants will help you with mandatory tax compliance. 

For further information related to the types of companies in Poland please consult the Bridgewest page about company formation in Poland.

For complete information about the advantages of each type of company and assistance and opening a business, do not hesitate to contact our specialists in company registration in Poland. Also, if you are interested in opening a company in another country, for example in Cuba or New Zealand, we can put you in contact with our partner company formation firm. In case you would like to set up a company in Estonia our partners can help you.