January 2021

How to set up an LLC in Poland

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Limited liability companies (so-called LLCs) became a very popular form of business activity in Poland. According to the Central Statistical Office such companies account for almost 15% of all businesses in Poland and tens of thousands of new LLCs are registered every year. This solution is very popular because of the obvious advantages of conducting business activity is such form, as well as low costs and the ease of setting up a new LLC. In this article we explain why it is worth to choose this form of business in Poland, what you need for the start and where our LLC can be registered.

What are the advantages of an LLC

The main advantages increasing the popularity of limited liability companies in Poland are as follows: a low entry threshold, easy registration, no restrictions in conducting business in such form and limited liability of shareholders.

It is worth to start with the last factor and explain how it works. A limited liability company is a separate legal entity acting on its own behalf and being liable with its own assets. The personal liability of its shareholders is limited only to the assets they contributed to the company and does not apply to their private assets. This allows shareholders to protect their own assets in case of failed investments or debts. They may only lose what they contributed to the company and what constitutes its assets.

Polish law does not provide for any significant limitations in activities carried out by LLCs. In other words, any type of business activity which is in compliance with Polish law may be conducted by a limited liability company and there are no limitations in this matter.

What do I need to set up an LLC?

In order to launch this type of company, the articles of association including an address of the newly established company, an object of its activity, the amount of share capital and the division and number of shares are required. In special cases, such articles of association have to be concluded before a notary, however this is not always a requirement.

As soon as the articles of association are concluded, a limited liability company in the so-called organization is set up. Since that moment on, the company may already acquire rights and obligations and hence, basically, conduct business activities. However, this stage cannot last longer than six months. The next stage should be to register the company in the National Court Register. Thus, from the moment of signing the articles of association, one should not delay and immediately file a relevant application for registration with the National Court Register.

Where can I establish an LLC?

In Poland, a limited liability company can be established also from your home, so via the Internet. It is a simple and easy way available on the website: https://ekrs.ms.gov.pl/. Setting up a company via this web portal would be the best option for the sole shareholder LLCs, unless they plan to run a complex business, if the share capital is paid-up with cash only and if time is of the essence. All you need is to sign and authenticate the submitted documents using a trusted profile (ePUAP) or an electronic signature. Usually, the company is registered in the National Court Register within 1 to 3 days.

An alternative way is to conclude the articles of association before a notary and then to personally submit the articles together with an application for registration with the National Court Register, to a competent court. In this case, you have to consider the higher costs involved; notarial fees can amount to about PLN 1,200 or more in case of complex articles of association. The waiting time for registration of a company in this way will also be correspondingly longer.

This method will be recommended especially when our articles of association include specific provisions regarding shares, their management or when company's assets and share capital are not only in cash.

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