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Shelf Companies in Poland

Shelf Companies in Poland

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. 

This type of corporate entity can also be used to purchase real estate or apply for certain licenses and credits. Owners who want to change the Polish company structure after purchasing a ready-made company will still have to register the changes with the Polish Trade Registry.

 Quick Facts  
  Legal entities available for
shelf company

Limited Liability Company
Joint-Stock 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
Minimum capital
Bank account (optional)
Tax registration (optional)

The advantages of a shelf company

Flexibility: the company particulars can be changed once the ownership transfer is complete
Saved time: buying a ready-made company saves investors the time needed to draw up the articles and register it
Longevity: depending on its age, a shelf company can prove valuable as it offers credibility by being incorporated for some time
Clean start: shelf companies can be incorporated and not used for trading, thus offering investors the unique opportunity to use a legal entity with longevity and no trading history

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.

The advantages of a shelf company in Poland

The advantages of a shelf company in Poland include a significantly shorter time before being able to begin the commercial activity, creditworthiness and a safe and clean background for the company. However, investors who choose to purchase this type of company are advised to perform a company due diligence procedure, just like when purchasing an existing Polish company. The verification is necessary to make sure that the company is indeed free of any liabilities and has no financial debts.

Investors who buy a ready-made Polish company have the freedom to change the company name after the transfer is complete. Other changes are also possible like designating new company representatives or adding new or additional objects of activity for the company. According to the Polish Commercial Companies Code, the new company owner must register these changes within 7 days.

Buying a shelf company in Poland

When opening a new company in Poland, the founders need to provide certain incorporation documents and notarized copies. This is also applicable for shelf companies. The new owner will have to submit a series of required documents so that the company can be fully transferred.

The company’s Articles of Association will be amended to include information about the new shareholders and the management board. A Share Transfer Agreement is drawn up and notarized in order to perform the registration of the share transfer in the shelf company. A formal registration with the Trade Register will take place after all the documents are prepared.

After the transfer of shares in complete, the Polish shelf company can begin its commercial activities. The new company owners should also make all the necessary arrangements to take control over the company’s bank accounts. A shelf company in Poland is typically provided with a REGON number and a VAT registration.

Buying a shelf company in person vs. remotely

You can buy a Polish shelf company either by visiting Poland in person or remotely, using a power of attorney.

If you choose to buy the company in person, all the necessary formalities can be completed in a single day. This process involves signing an agreement for the sale of shares, which must be done in the form of a notary deed. We can assist in scheduling your visit and guide you on how to register a company in Poland.

To purchase a shelf company remotely, you need to prepare a power of attorney at a public notary in your place of residence. This document in hard copy is then sent to our firm in Poland. Once we receive it, we will handle all the necessary formalities on your behalf.

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.

By opposite, most firms that offer ready-made companies can conclude all the procedures in maximum two days, which represents a big advantage of buying a ready-made company in Poland.

You can use a virtual office in Warsaw after you purchase a shelf company.

What offers a ready-made company in Poland

A Polish shelf company is fully registered and for this company there have been issued the NCR, tax, VAT, EU VAT numbers. You will also usually receive all documents and tax returns submitted to the office up to the date of purchase and for most ready-made companies offers you can use the providers’ services of accounting, tax, as well as services related to human resources and payroll.

You should also make sure that the company has never conducted any business, has no assets, employees or debts, facts usually guaranteed by the sale contract of shares certified by a notary.

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.

Our Polish company formation experts invite you to watch a short video about the particularities of a shelf company in Poland:

Taxation 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.

Poland has different VAT rates, with the standard rate at 23%, a reduced rate of 8% applying to specific supplies like pharmaceuticals and passenger transport services, a 5% rate for items such as books and unprocessed food, and zero-rated activities, like exports outside the EU. Certain services, like financial, insurance, and educational services, are VAT-exempt. 

When purchasing a shelf company in Poland, it’s essential to inquire about its VAT status and registration to ensure that it aligns with your business needs and objectives. If the shelf company does not have VAT registration but you intend to engage in taxable activities, you would need to apply for VAT registration separately. It’s advisable to consult our specialists for the specific VAT status of any shelf company you are considering purchasing. 

shelf company in Poland may also be subject to taxes such as customs duties, payroll taxes, and social security contributions, depending on its specific activities and circumstances.

These taxations also apply if you are interested in company formation in Poland.

How can our team help

Our company offering shelf companies in Poland provides comprehensive services for clients purchasing these companies. 

This includes drafting legal agreements, attending notary meetings, appointing new management boards, completing necessary paperwork for registration, and handling tax-related tasks

We can also offer additional services such as assisting with changes to company information, share capital adjustments, bank authorizations, and registration with regulatory bodies. 

Furthermore, we provide accounting services in Poland, registered office address services, and legal assistance for various statutory and registration activities.

We are supportive throughout the company purchase process, providing a smooth transition for our clients.

What other benefits can offer a ready-made company in Poland

In Poland it has been recently recorded a sharp increase in the numbers of investors interested in buying a ready-made company also due to the willingness of taking advantage of EU grants under the Programme for Innovative Economy. Shelf companies for sale represent the perfect solution in this case in order to save time and effort for obtaining grants. The possibility to apply and take advantage of a governmental grant is an important advantage of a ready-made company in Poland.

A Polish shelf company will need to comply with the ongoing accounting and reporting requirements, according to its legal entity type. The fact that the company is already registered will often mean that it is also registered for tax purposes. Investors who buy such a company will need to observe the annual accounting requirements as soon as the business starts trading. Our accountant in Poland can give you more details.

When buying a shelf company in Poland, it’s also useful to have access to general statistics and information about the country’s business environment and economy. These statistics might be of interest to investors interested in company formation in Poland as well. Some key statistics and factors to consider include:

  • – Poland’s GDP was estimated at 688.18 billion US dollars at the end of 2022;
  • – The GDP increased by 4.9 percent over the course of 2022 compared to 2021;
  • – In 2022, the total amount of foreign direct investment in Poland reached approximately 29.2 billion U.S. dollars;
  • – In 2022, Poland had approximately 2.16 million small and medium-sized enterprises operating within its economy;
  • – In 2021, there were over 2.62 million businesses operating in Poland.

If you need help purchasing a shelf company in Poland, our experts can help you. Our team of specialists in company formation can help all investors interested in buying a shelf company in Poland with specialized advice and consultancy. We offer high quality services and fast delivery of results. Contact us for more information about our services.