How to Register a Limited Liability Company in Poland

Looking to make your commercial aspirations come true in Poland? A key first action toward successful ventures is to set up a limited liability company (LLC), one of the most favored corporate forms. This setup delivers a solid base for those looking to succeed while smoothly managing risk. This roadmap may lead you along the essential stages to bring one’s venture to life in Poland.

Another important step is designing the optimal structure for the LLC, considering the objectives, priorities, and distinctive characteristics of the chosen activity.

Should you be the sole founder or intend to run the enterprise independently, an LLC with a single participant may be the ideal setup. This streamlines governance and administration, while also minimizing administrative complexities. However, with a single-member LLC, you may be required to contribute an extra social security charge of 1,800 PLN/month (as of 2024). If you plan to share rights with other individuals, the optimal structure may be an LLC with multiple members. This allows for sharing risks and responsibilities among partners and avoids extra social security payments.

For companies planning to expand into diverse markets or sectors, the optimal structure may be creating branches or subsidiaries. This may allow division of the enterprise into distinct components for improved oversight and control.

In choosing the best setup for your LLC, it’s essential to envision your future goals along with growth strategies for your enterprise. The arrangement should be adaptable enough to accommodate changes in the market landscape.

The charter for LLC is an essential document that outlines the company’s operating guidelines, establishes the entitlements and obligations of its participants, and details the processes for overseeing the enterprise and directing its activities. The charter shall clearly define the company’s leadership framework, specifying the composition and authority of its governing bodies, general meetings, supervisory boards, directors, and any other relevant bodies.

It is essential for the charter to detail the contributing procedure to the company’s charter capital, along with the rules governing the issuance and transfer of participatory interests within the charter capital.

Establishing the guidelines for profit distribution and dividend payments to participants is crucial, as well as specifying the dates and guidelines for payments. This is vital for ensuring transparency and fairness in how profits are shared.

Additional clauses may contain procedures for resolving disputes, audit and record-keeping requirements, rules or restrictions on the transfer of participatory interest, and other relevant matters.

A well-drafted bylaws forms the foundation for the company’s smooth functioning and long-term success.

The next step is to draft the paperwork to officially establish an enterprise. This covers submitting the form, identifying the LLC’s designated officials, and preparing additional legally mandated formalities.

The minimum charter capital needed to launch an LLC is set at 5,000 PLN, which shall be formed by the investments from members of the LLC. Members can contribute to the capital through cash, tangible assets, or rights valued in monetary terms.

The LLC members allocate the participation interest in the enterprise among themselves based on the size of their injection to the charter capital. Contribution in the charter capital need to be documented, which includes creating written formalities between participants that specify the terms and the size of each participant’s capital infusion. The distribution is recorded in the company’s charter.

There are two distinct pathways to establishing a Polish LLC. The first method allows one to seamlessly register a company in Poland from afar using an online platform. The second method involves the classic approach of processing paperwork, which is handled by a Polish notarial officer.

The main distinction in these two options is the method of verifying the founders’ identities and the approach to executing the incorporation agreement. It’s worth noting during remote procedure, only the standard provisions of the founding agreement can be utilized.

Digital option is quicker and more cost-efficient compared to the traditional method. Ultimately, no matter which registration method you choose, the final outcome is an established LLC.

A key condition for digital approach is that the participants possess domestic Polish digital signatures. Potential participants shall use the “S24” portal to create the founding agreement as well as all other formalities, which participants then authorize by their digital signatures. The whole company formation procedure in Poland typically takes between 1 and 7 days.

For traditional company registration in Poland, prospective participants sign the founding agreement before a Polish notary officer. The notary brings this to completion by drafting a formal notarial act. The act, together with the other essential documents, is then submitted to the designated register (Krajowy Rejestr Sądowy).

Reach out to our law firm for personalized, expert guidance on establishing a venture in Poland and for ongoing support in navigating your enterprise there. Our law firm is prepared to be your trusted partner in Poland.