Five steps to open a company in Poland as a foreigner

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Do you want to open a company in Poland as a foreigner? With our guidance and support there is nothing easier than that­čśŐ

In this guide you will find description of formalities related to the establishment of a basically any type of company. It works with partnerships, limited liability company , join-stock company or simple-joint stock company as well (you can find more about this new type company in our article here).

Read below what are those 5 steps and further to find all details how it is exactly done.

5 steps to open a company

We help establishing companies for the foreigners in a way you donÔÇÖt have to visit Poland at all. It is usually crucial for our clients to set up a company smoothly without need of long travels and we get it.

 

Here is how to do it with our support:

 

Step one - you send us foundational information regarding the company ÔÇô name of the company, personal data of shareholders etc. We provide a special form so it is just about answering questions.

Step two - Then we prepare and e-mail you a power of attorney ÔÇô you have to sign it in a form of notarial deed and send it back to us in a hard copy.

Step three ÔÇô we incorporate company and register it in a court register (acting on your behalf, so you donÔÇÖt need to visit in Poland).

Step four ÔÇô we register company in The Central Register of Real Beneficiaries (CRBR).

Step five ÔÇô opening a bank account for the company ÔÇô if director of the newly establish company is UE country citizen it is easy to do it remotely on behalf of the company. If directors is not EU country citizen, the easiest way is to visit Poland, but it is possible to do it remotely, might be just more complicated.

Below you will find descriptions of all five steps mentioned above.

STEP ONE - Providing us with foundational information regarding future company

In order to allow us to fulfill all formalities regarding establishing a company in Poland, we would like you to provide us some foundational information about founding structure of the up-coming company.

Main information are:

  • business name of the future company
  • the amount of the share capital along with the information about the amount and value of the shares. Please note that depending on the chosen legal form of your future business there are different requirements for the amount of the share capital. For instance, in a limited liability company the amount of the share capital should be not lower than 5.000,00 zlotys and each share should not value less than 50,00 zlotys, while in the simple-joint stock company, stock capital can total only 1 zloty
  • Personal data of persons who will acquire the shares in the company along with information about the amount of the shares acquired by each of the shareholders. Most often a partner of a company may be both a natural person and another company. If you decide that another company will acquire shares in the company, it will be necessary to provide us with an extract from the register of entrepreneurs operating in your country.
  • Place of the companyÔÇÖs seat- which is indicated by the city. You should also have an office but we can help you with that. It is easy to find and rent virtual office if you do not need else.
  • Personal data of members of the Management Board along with preferred way of representation of the company

The Management Board may be composed of one or more members. The articles of association may indicate how many members the Management Board will consist of. If the articles of association will not contain any provisions in this regard, there are regulations which provide general rules of exercising management activities. For example in a limited liability company, unless the articles of association provide otherwise  the cooperation of two members of the Management Board or one member of the Management Board together with a proxy is required to submit statements for the company.

Providing us with information listed above will be crucial to establish a company on your behalf.

If you donÔÇÖt know how many board members should have your company or how much of initial capital it should have ÔÇô donÔÇÖt worry, we will advise you.

STEP TWO - Collecting documents required to establishing a company

Based on the above-mentioned information, we will prepare a power of attorney, which will enable our law firm to establish a company on your behalf, without the need of your presence in Poland.

In order to allow us to fulfill all formalities regarding establishing a company in Poland, after receiving power of attorney drafted by us, it will be necessary for you to take the steps listed below:

  • Granting power of attorney in form of notarial deed

Firstly, after receiving the power of attorney drafted by our law firm, it will be necessary for you to make an appointment with the notary public and sing received power of attorney in the form of notarial deed.

  • Obtaining an apostille clause on the power of attorney

After granting the power of attorney in the form of a notarial deed, it is necessary to obtain an apostille clause on the document received at notaryÔÇÖs office. In some countries you will need to obtain legalization (sometimes called also ┬áauthentication) of the document.

  • Sending power of attorney with an apostille clause to our office

Then, the original of the power of attorney drawn up in the form of a notarial deed and marked with an apostille clause (or legalized) should be sent to our law firm.

After receiving the document, we will forward it to a sworn translator and then we will complete all further formalities ÔÇô signing of the articles of association and incorporation of the company.

STEP THREE ÔÇô Registering the company in a court register

All companies in Poland are registered in the National Court Register, so yours has to be as well.

The National Court Register reveals, among others, data about the company's management board, supervisory board (if any) as well as shareholders. Moreover, once a year the company's financial statements have to be filed to the Register.

The National Court Register facilitates business transactions and gives certainty as to the company's representation and its financial condition.

The National Court Register also facilitates the purchase and sale of companies, allows one to easily find oneself in the capital structure of a company and thus make good investment decisions.

It is also compulsory to register on an ongoing basis all changes occurring in companies in the National Court Register , i.e. changes in the composition of the management board, changes of the articles of association or changes of the company's capital.

Acting on your behalf we register newly established company in National Court Register which almost finishes the whole process.

STEP FOUR - Fulfilling companyÔÇÖs obligations after registration (CRBR+PESEL)

  • Granting us power of attorney to obtain of behalf of the Member of the Management Board the PESEL number

After establishing company in Poland, it will be necessary for the company to enter the Central Register of Real Beneficiaries.

The Central Register of Real Beneficiaries (CRBR) is a system in which information on beneficiary- natural persons exercising direct or indirect control over the company- is collected and processed. One of the main tasks of CRBR is counteracting money laundering and financing of terrorism. Registration in CRBR is mandatory.

In order to make an entry in the CRBR, it will be necessary to submit an application for a PESEL number, which is the identification number of a natural person. To fulfill the obligation of entering the CRBR, it will be necessary to provide us with an ID card or passport of the member of the Management Board along with power of attorney to submit documents to the appropriate authority in Poland.

Not to waste time, we prepare this step simultaneously with the previous one.

STEP FIVE - Setting up a company's bank account

After completing all the formalities related to the establishment of a company in Poland, it will be necessary to set up a bank account for the company in order to properly keep accounting records.

Depending on how the company is represented, as well as whether the members of the company's Management Board will be persons residing in Poland or abroad, additional documents will be required.

  • If the Management Board members are Polish citizens or other citizens but residing in Poland - they will need to visit the bank branch to sign an agreement for opening the company's bank account.
  • If the Management Board members are foreign who are not residing in Poland - to avoid the necessity of visiting Poland, it will be essential to grant a power of attorney in the form of a notarial deed to open a bank account on behalf of the company. Such power of attorney - like the power of attorney to establish a company- will have to be marked with an apostille clause (or legalized) and then sworn translated.

Depending on the bank where the company's bank account will be kept, additional formalities and documents may be required. For example, at the one of the polish banks with which our clients often cooperate, in order to open the company's bank through the agency of a proxy, apart from the submission of the articles of association of the company and proper power of attorney, requires:

  • a copy of a document confirming the identity of the person representing the company in the form of a notarial deed, with an apostille clause and then translated by a sworn translator,
  • documents showing the eligibility of an local notary public with an apostille clause and then translated by a sworn translator.

In addition, it is required, among others, to provide information on the company's business model and data of person who will act as the main administrator of the bank account.

FINALLY ÔÇô how long does it take to incorporate a company and how much does it cost?

Now you know how to establish a company in Poland with minimum effort. But how long does it take and cost?

Well, the answer is ÔÇťit dependsÔÇŁ.

It usually takes up to two months to organize whole process. Please mind that registration in National Court Register takes less than one month but to collect all documents, do all translations (court needs documents in polish), receive apostille or legalization takes longer. So it is wise to assume that all in all it will take up to two months.

Our law firm provides and carries out all activities needed, we prepare all documents, organize all translations and provide any help you may need during the process. And we do it as fast as it is possible in a specific matter.

Cost o registration in court equals to 130 Euro, cost of notary (incorporation of company) is about 500 euro. Additionally there are costs of local notaries and fee for our services ÔÇô but to receive an offer please contact us directly, price of our services depends on amount of work we have to do ÔÇô and this usually depends on your location.

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