Enter the Polish market with Evotax!

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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).

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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).