Question 1

Who can be a shareholder of a limited liability company in Poland?

Accepted Answer

Depending on the chosen option of establishing a company, shareholders can be natural persons, legal persons or both. At the stage of establishing a company, there are no restrictions on the residence or citizenship of shareholders. However, it should be remembered that opening a bank account may be restricted for some residents, e.g. due to international sanctions lists.

Question 2

Can a shareholder represent the company?

Accepted Answer

A shareholder is not authorized to represent the company. His role is to establish and control it (e.g. by appointing a management board). At the same time, a shareholder can become a member of the management board and then represent the company in this role.

Question 3

Who can represent the company?

Accepted Answer

The only body authorized to represent the company is the management board. It must consist of at least one member. Additionally, the management board may appoint a proxy - a proxy with broad competences.

Question 4

Can a shareholder be a member of the management board?

Accepted Answer

Yes, there are no restrictions. However, it should be remembered that a shareholder is not liable for the company's obligations, but a board member may be personally liable in certain situations.

Question 5

Can one person be the sole shareholder and at the same time the sole member of the management board?

Accepted Answer

Yes, but there are some restrictions:

The sole shareholder is subject to mandatory social security contributions (approx. EUR 400/month). This can be avoided by introducing a second shareholder or - if you are an EU citizen - obtaining an A1 certificate from your country of origin.
You cannot be employed in your company on the basis of an employment contract (according to the Labor Code), but there are other forms of cooperation and remuneration.
Every transaction or agreement between a shareholder and the company (e.g. a loan agreement) must be signed before a notary. This can be avoided by introducing a more flexible company structure.

Question 6

Is there a director's body in a Polish limited liability company?

Accepted Answer

No, in a limited liability company there is no director's body or board of directors. The only representative body is the board, which may consist of one or more members. It is also possible to differentiate the roles of board members and limit their powers of representation.

Question 7

What documents are needed to establish a limited liability company in Poland?

Accepted Answer

The required documents depend on the type of partners:

For individuals, an identity card or passport is sufficient.
For legal entities, it is necessary to provide a current extract from the commercial register, a list of partners and a resolution on the establishment of the company. All these documents must be translated by a sworn translator in Poland.

Question 8

What is a partnership agreement?

Accepted Answer

The company agreement is a document based on which partners establish a company. It regulates, among other things, the method of acquiring and paying for shares, the company's business objectives, the principles of its representation, and other key organizational issues.

Question 9

Are there any restrictions on the company name?

Accepted Answer

The rules regarding the company name are very liberal. You can use any language, numbers and symbols. It is even possible to register a company with an existing name, although this is not recommended because it can lead to misunderstandings. The name should be short, easy to remember, pronounce and write.

Question 10

What is the CIT rate for a Polish limited liability company?

Accepted Answer

In Poland, there are two models of corporate income tax (CIT) for limited liability companies:

Standard: 19% CIT or 9% CIT for companies with annual revenues below EUR 2 million.
Preferential: 0% CIT for retained or reinvested profits (the company does not pay CIT until the partners pay out profits).

Question 11

How can I withdraw funds from the company?

Accepted Answer

There are several methods of paying out profits from a company:

Dividends for partners,
Salary for a board member,
Salary for a partner for work for the company,
Using company assets for private purposes (not as remuneration, but as a form of obtaining financial benefits).

Question 12

What is the dividend tax rate in Poland?

Accepted Answer

713 / 5 000

Dividend tax applies to payments from company profits to partners. Profits can be paid out after the end of the financial year or in the form of advances if the company has the appropriate funds.

Dividend tax for Polish residents is 19%.
For residents of other countries, tax is determined in accordance with the double taxation treaty between Poland and the given country.

If the company uses the preferential (0%) CIT rate for retained or reinvested profits, then after the profits are paid out, the total taxation is as follows:

For small companies (less than EUR 2 million in annual turnover) - approx. 20% (CIT + dividend tax).
For other companies - approx. 25% (CIT + dividend tax).

Question 13

Do I have to come to Poland to set up a limited liability company?

Accepted Answer

No, presence in Poland is not required. It is possible to establish a limited liability company remotely.

Question 14

Can I authorize another person to establish a company on my behalf?

Accepted Answer

Yes, but only when establishing a company at a notary. You can also grant a power of attorney to one of our representatives, so that neither you nor the members of your organization have to come to Poland in person.

Question 15

How long does it take to register a company?

Accepted Answer

The company registration process consists of two stages:

Establishment – signing the company agreement (electronically or at a notary's office). This usually takes 1-2 hours.
Registration – official registration procedure at the registry court (KRS). After registration, the company is visible in all registers and receives the following numbers: REGON, NIP and KRS. Registration usually takes 2-3 weeks when establishing electronically or 2-8 weeks when establishing a company at a notary's office.

Question 16

Is it possible to speed up the registration process?

Accepted Answer

Unfortunately no, there are no official ways to speed up the procedure in the registry court.

Question 17

What should you do after registering your company?

Accepted Answer

Once your company has been officially registered, you must file the required declarations and report the necessary information to the appropriate authorities. You must pay and declare the tax on the share capital. You must also open a bank account, register your company for VAT (if required) and obtain any necessary licenses for your business.

Question 18

How difficult is it to open a bank account for a new business?

Accepted Answer

The procedures for opening a business account vary from bank to bank. Some banks may not open accounts for companies with foreign partners. In addition, all banks apply international sanctions regulations.

Some industries may have additional requirements (e.g., for used car sales, it may be necessary to rent a physical parking lot before opening a bank account).

Our specialists will point you to the bank that best suits your needs and where the account opening process will be the most efficient.

Question 19

Is VAT registration mandatory?

Accepted Answer

No, most new businesses can operate without VAT registration. However, there are two cases where VAT registration is required:

If the company's annual revenue exceeds PLN 200,000.
If the company conducts business requiring VAT registration from day one (e.g. PKD 7022 - management consulting, PKD 45 - trade and repair of motor vehicles).

Question 20

How long does VAT registration take?

Accepted Answer

The registration time depends on the company address, type of business, and other factors. If the tax office has no additional questions, the process usually takes 2-4 weeks.

Question 21

Do management board members have to have employment contracts?

Accepted Answer

No, board members can only perform their duties based on appointment by partners. The remuneration of the board can be established in various ways. An employment contract is the least advantageous solution - both in terms of flexibility (limitations of the labor code) and taxation (higher tax costs and contributions).

Enter the Polish market with Evotax!

What do you gain by establishing a Limited Liability Company with the help of Evotax?

PESEL number and electronic signature

Necessary documentation

Company formation process

Registration and submission of documents

Bank account

VAT registration, licenses, certificates

Why is entering the Polish market with Evotax a great solution?

Do you want to set up a company in Poland with the help of Evotax?

Contact

Analysis and identification of needs

Choosing the best solutions

Conclusion of the contract

That's all! Nothing complicated, right?

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