Shelf companies in Poland are legal entities that have been incorporated but have not yet performed any commercial activities. They can be purchased by foreign investors who want to shorten the time for company incorporation. This is a preferred method for starting a business in Poland because the business activities can be commenced right away.
| Quick Facts | |
|---|---|
|
Legal entities available for shelf company |
Limited Liability Company |
| Time required for purchasing the company | 3-4 business days, in most cases |
Types of features it includes (corporate bank account, VAT number, etc) |
Registered address |
| The advantages of a shelf company |
Flexibility: the company particulars can be changed once the ownership transfer is complete |
| Appointing new directors (yes/no) | Yes |
| Capital increase allowed (yes/no) | Yes |
| Certificate of no commercial activities (yes/no) | Upon request |
| Modify the objects of activity (yes/no) | Yes |
| Participants in the purchase procedure | The buyer (foreign investor, natural/legal person), the seller (usually a Polish legal entity) |
| The cost of buying a shelf company | starting at 1,000 EUR depending on the shelf company's age |
| Process of buying a shelf company in Poland | – providing the specific incorporation documents, – transferring the ownership of a shelf company, – updating the Articles of Association, – preparing the Share Transfer Agreement, – registering with the Trade Register, – taking control of bank accounts, etc. |
REGON number | The REGON number is a statistical identification number assigned to businesses and other entities in Poland; Shelf companies already come with a REGON number. |
Special Purpose Vehicles | Ready-made companies are often utilized as Special Purpose Vehicles (SPVs) for activities such as real estate transactions or acquiring another company. |
| Mandatory register numbers | – KRS, – REGON, – NIP, – VAT, – VAT-UE |
| Corporate tax in Poland | – 19% (standard), – 9% (for newly created companies or whom income in 2020 and 2021 did not exceed €2,000,000) |
| VAT rates | – 23% (standard), – 8% or 5% or 0% (reduced rates for specific goods) |
| Accounting and reporting | Shelf companies must comply with the accounting principles, standards, and regulations established by Polish authorities; Our accounting company in Poland can help in this matter. |
| Shelf companies with specific licenses | We provide ready-made companies that already possess specific business licenses (transportation, construction, retail, etc.) |
| Buying a shelf company with a transaction history | – companies have been in existence for a period ranging from 1 to 10 years, – these companies have no outstanding debts or other financial obligations, – they do not have physical assets or actual working employees. |
| Hiring employees (YES/NO) | YES |
| Remote transfer procedure | In this case, the company prepares all the required documents and Power of Attorney (POAs) for the client. |
| Shelf company on demand service | You customize and reserve a shelf company based on your preferences through the help of our company formation specialists. |
| Virtual office option (YES/NO) | YES |
| Additional services | – accounting, – tax services, – payroll, etc. |
| Assistance | Our team can help you buy the desired shelf company and also help with registering a company in Poland. |
Table of Contents
What are the steps for purchasing a shelf company in Poland?
The purchase of an already existing shelf company in Poland will save you a lot of time, compared to setting up your own company. The usual procedure would include:
- Choosing the shelf company according to its VAT status and history;
- Sign the share purchase contract in front of a notary;
- Appoint new owners and directors;
- Change the company data in KRS;
- Name change, address, PKD code change, where required;
- Changing data at tax authorities and VAT number.
This process may be done either directly by foreign investors, in person, or via a representative in Poland. Once the transfer is made, the company is ready for business.
What documents are needed for buying a shelf company in Poland?
For buying a shelf company in Poland, you would need only a handful of corporate and personal documents. Requirements can vary slightly based on whether you buy a shelf company remotely or in person. Typical documents that will be needed include:
- A passport/national identity card of the buyer;
- A power of attorney (if buying remotely);
- A notarized share purchase contract;
- Resolution of shareholders on change of ownership;
- Address proof of the company in Poland;
- Documents on tax and registration of the company (KRS, NIP, REGON, VAT).
In case of a remote purchase, the power of attorney needs to be notarized abroad and then forwarded to Poland. It should be sent to Poland in its original format.
We invite you to have a look on this infographic regarding shelf company purchase in Poland:
How long does it take to purchase a ready-made company in Poland?
Each investor willing to set up a company is aware that time is money and any entrepreneur who has a good idea for a business must begin to implement it as soon as possible. As the procedure of setting up a company from the beginning requires more time and effort, a Polish ready-made company is a profitable choice. For example, the registration of a new company can take up to four weeks from the entry in the Commercial Register to further registrations for VAT and tax numbers.
Can non-residents purchase shelf companies in Poland?
Foreign entrepreneurs have a right to buy and run shelf companies in Poland without becoming Polish citizens or residents. Both EU and non-EU entrepreneurs prefer using pre-incorporated companies to fast track their entry into the Polish and wider EU market. Key considerations for foreign purchasers are:
- There is no need to establish a completely new company;
- Ability to control the company remotely;
- Ability to register for EU VAT number;
- Opportunity to appoint foreign managers and shareholders;
- Easier access to Polish banking and contract services.
How can a ready-made company in Poland be used?
A ready-made company in Poland can be used for any type of business, but it is usually used as SPVs (Special Purpose Vehicles) for real estate or for the acquisition of another company, as limited liability companies to enter in the local market and start a business in short time (instead of a longer period of time which would have been required to set up this type of company), companies that need to obtain certain licenses or certificates. These situations offer an important advantage of a ready-made company in Poland.
We invite you to watch a short video about the particularities of a shelf company in Poland:
What is the taxation system of shelf companies in Poland?
The taxation of shelf companies in Poland is subject to the standard tax rules that apply to all companies in the country. Poland levies a standard Corporate Income Tax (CIT) rate of 19%, with a reduced 9% rate available for certain small taxpayers or new businesses in their first year after they opened a Polish company. Tax residents are generally subject to tax on their global income unless exempted by a double tax treaty, while non-residents are taxed only on Polish-sourced income.
For more information and support regarding shelf companies in Poland, do not hesitate to contact us.