Limited liability company is a company in which its members cannot be held responsible for the company’s debts and liabilites. Setting it up might seem like the easiest thing to do – however, if it’s your first time setting up an LLC in Poland, you should double check everything and make sure you got it right. That is why we put together a short guide that will lead you through setting up your own limited liability company in Poland in just five steps.
Step 1–LLC company agreement or company act
For the LLC company to start running, a company agreement or company act (whenever we are talking about a single member limited liability company) has to be drafted and signed. Either one of those need to be made in the form of a notarial act – otherwise they won’t be effective.
The following details need to be included in the company act or agreement: the name of the company; its headquarters; the share capital;clause identifying whether a company member can hold more than one share; the number and nominal value of the shares of each member; the duration of the company, if indicated.
Step 2 – Covering the shares and appointing a Board of Directors
In the case where there are no other regulations in the company agreement other than those from Step 1, Code of Commercial Companies (Kodeks spółek handlowych) will be applied. Once the limited liability company act or agreement had been drafted and signed, the members have to make contributions to cover the share capital. If the company has at least two members, a Board of Directors has to be set up next; the same would apply to the Supervisory Board and Revision Committee but they are necessary only in the big limited liability companies.
Remember that the LLC company share capital cannot be lower than 5 000 PLN. You also need to pay a civil law activities tax (podatek od czynności cywilnoprawnych, PCC) which equals 0,5% of the share capital. The civil law activities tax (PCC) must be paid within 14 days, counting from the date of the company act. For this tax, the PCC-3 form has to be filed at the tax office (Urząd Skarbowy).
For the civil law activities tax, file:
- PCC-3 form
Step 3 – Filing for a record at the National Court Register
The next step towards setting up a limited liability company in Poland is registering it and obtaining its record in the National Court Register (Krajowy Rejestr Sądowy) using forms KRS-W3, KRS-WE, KRS-WK and KRS-WM. This means filing the application and covering the costs of the registration process of the company in court.
At the National Court Register, you need to file forms:
Registering an LLC company at the National Court Register will cost you 500 PLN. Every new LLC company has to be announced in the Court and Commercial Gazette (Monitor Sądowy I Gospodarczy); the announcement costs 100 PLN. You will pay 600 PLN in total for the court registration.
Step 4 – Filing motions in Commercial Court
At the same time, the motions for registering the LLC company can be filed in a Commercial Court (Sąd Gospodarczy),: a company’s tax number (NIP number) by the tax office (Urząd Skarbowy) using NIP-2 form;a company’s REGON number by the statistical office (Urząd Statystyczny) using RG-OP form; and for the company to be registered in the Social Security Office (ZUS) using ZUS ZFA form. Both step 3 and step 4 can be completed by the company’s proxy.
Let’s repeat the forms that need to be filed:
- NIP-2 form
- RG-OP form
- ZUS ZFA form
All of the forms can be found online and printed.
Once your LLC company is set up, you will need to file a VAT-7 tax form at the tax office every month or every quarter, depending on which time option of tax settlements you choose.
Step 5 – Last formalities. Bank account, bookkeeping, documentation
Once the limited liability company has been registered in court and in the offices, there are a few formalities left. The LLC company established in Poland needs to be the holder of its own bank account. You will also need to decide if the company’s books will be kept by you – or someone else. Registering company’s bank account, signing an accountancy contract with an outside counsel and indicating the place where all the documentation will be kept should be reported to the tax office (Urząd Skarbowy) by filing a NIP-2 form.
What to file:
- A NIP-2 form
An LLC company can be set up online using ePUAP platform. This mode is called registration s24 (rejestracja s24). Please remember that as of now, foreigners cannot use online registration for LLC companies.
If you follow those five steps, setting up your own limited liability company in Poland won’t cause you any trouble. There are, of course, some differences in setting up a company that vary from the characteristics of one LLC to the other but in most cases those conditions are regulated by the Code of Commercial Companies (Kodeks Spółek Handlowych).And don’t forget about all those forms!