This is how all businesses work and now it is time to set up your company. We will try to describe this very important step that you need to take in order to develop your business in Poland. We will focus on establishing a Polish limited liability company (Sp. z o.o.), the costs and procedures you will need to face. We will also show, how you can bypass all that and focus on the result and purchase a ready-made Sp. z o.o.
First of all, in order to establish Sp. z o.o. you do not need either Polish residence card nor permit. A foreigner just needs his passport or an ID card (if EU citizen). Then:
- Notary: you visit notary with your sworn translator and sign articles of association for the company. You also decide about who will be a first President of the company (can be any person, including yourself). Cost: ca PLN 1,400 + PLN 300 translation, total PLN 1,700.
- Legal Seat – the company needs to have a registered seat. You need a contract for it – try to find companies that provide mailbox or virtual office service (for the beginning). Cost – depending on a provider - ca PLN 300 set up fee plus PLN 300 first month rent. Total: PLN 600
- Statistical office (Urząd Statystyczny): if you already know the address of the company you go to obtain REGON number for a “company under organization”. One form to fill out in Polish language. Cost: none. Timing: the number is issued the same day.
- National court registry: The company documents need to be filed on special forms, including statements signed by management in the Polish language. The registration takes ca 4 weeks. Cost: PLN 1,500 registration fee plus PLN 500 for filling out the paperwork by a legal person, total: PLN 2,000.
- Opening bank accounts at the bank: time - depends on the bank, you can make a next step with yet not having the bank account in place. Cost - let us assume PLN 100.
- Tax office: the company needs NIP number and European VAT registration. Tax office will issue it, however it lasts ca 2-3 weeks. You need to fill out a form and file it with tax office. You also need an accountant (he/she can help). Cost: PLN 170 VAT registration + PLN 700 monthly for the cheap accountant. Total: PLN 870 initially.
- Statistical office: After receiving a registration certificate, the company is not anymore “in organization”. Therefore you need to update REGON registration. Cost: only extract from National Court Registry: PLN 60.
- Tax office: update necessary. Cost none. Assume the accountant can do it for you.
After these 8 steps, the company is ready to operate (issuing and accepting invoices nationally and internationally, all registrations in place). Total procedure lasts ca 4-6 weeks and requires personal presence in Poland. Total direct cost amounts to: PLN 5,330 (i.e. ca EUR 1,400) plus your time and local presence.
The other way to start your business quickly is to purchase a ready-made company (Sp. z o.o.).
The transfer of the company lasts not more than 1 day, however costs more than doing it yourself. Usual prices for Sp. z o.o. with a legal seat, VAT number, bank accounts and all above described registrations is ca EUR 3,400 - that includes all notary cost and court fees connected with signing the agreement as well as tax on civil law transactions (PCC). Within this price CompaniesHouse.pl can also file application to National Court Registry indicating the changes to the company (new owner, new President).
It is also possible to arrange company transfer without your visit to Poland - in such a case CompaniesHouse.pl arranges documents for the new owner to sign in his own country and the company transfer is accomplished without presence of the new owner.
CompaniesHouse.pl requires only basic information on the new owners and management of the company and successfully implements all requested changes.
When one has specific requirements as to the company’s activity, and does not want to purchase a ready-made company, he/she can also choose to mandate establishing of a new company, i.e. CompaniesHouse.pl can go through all 8 steps on client’s behalf, however the process is longer - ca 4-6 weeks. The cost is EUR 2700 + VAT, including all notary cost, court and other fees connected with forming the company.
The choice between setting up a company in Poland yourself or by buying it is not easy. One should first determine whether he/she has time to be present locally or to travel to Poland and go through the registration process, or to decide about purchasing a ready-made company, which is more expensive, however much less time consuming.
Source:
Gerard Majchrzak
Partner at CompaniesHouse.pl
Provider of ready – made companies in Poland
