Company registration

Setting up a company in Poland by a foreigner will look different depending on which country he is a citizen of and what his residence status in Poland is. Not all residence permits allow a foreigner to register a sole proprietorship (JDG) in Poland. Registration of business activity by a foreigner is possible if he has the appropriate residence permit. Also, citizenship of another European Union Member State allows conducting a JDG in Poland.

Almost every foreigner, however, can establish a limited liability company in Poland.

Foreigners often turn to us with the question of how to open a business account in Poland, because opening a bank account for a company will not always be easy for a foreigner in Poland. Depending on their citizenship and the basis of stay in Poland, the bank may require specific residence documents, most often the presentation of the Residence Card. A passport, as well as a NIP number and other company data, is also required. The person submitting the application must also be a representative of the given company, indicated in the appropriate register.
Every official business account must also have a technical VAT account. A business account for a foreigner in Poland is necessary to legally conduct any kind of business activity. Thanks to it, the company can settle accounts with the Tax Office, the Social Insurance Institution, and pay taxes.

The time of company registration in Poland depends mainly on the chosen type of activity and the method of submitting the application for entry into the register. The waiting time for entry into CEIDG can be visible even the same day if the application was submitted online, but usually it takes several business days. The waiting time may be longer if the application is submitted on paper. Registration of a company takes more time: how long it takes to establish a company and its registration in KRS depends on whether the company agreement is signed at a notary, or whether the whole process is conducted online. It usually takes from a week to several weeks. The final waiting time for company registration always depends primarily on whether all the necessary documents were submitted.

Yes, online company registration in Poland is possible. In the CEIDG online system, you can register your sole proprietorship, having a Trusted Profile or another accepted electronic signature. Setting up a company online is also possible in the case of companies. This method of opening a company shortens the entire procedure and gives the possibility to update data without major formalities. You can register a company this way even while staying abroad.

The documents needed to set up a company depend on the specific type of activity you choose. If your choice falls on a sole proprietorship, an identity document is enough, and in the case of foreigners, also a document confirming the right of residence in Poland. The required documents for registering a business in the form of a limited liability company are a broader topic: prepared statements and letters must be sent to KRS, and above all, the Company Agreement. However, the required documents for a foreigner when establishing such a company do not differ from those required for Polish citizens.

Preparation for setting up a company should start with a decision whether you want (and whether you must) register your sole proprietorship, or you want to conduct unregistered activity. If you are a foreigner, check if you have the right to conduct a JDG in Poland. The next steps before starting business activity are providing an address for the company, choosing PKD codes, and, of course, choosing the name of your company. It is also worth checking whether you need additional permits. What else to do before establishing a business? We recommend preparing a detailed cost estimate and, based on it, carefully choosing the form of taxation, because the amount of tax paid will depend on it.

Mistakes when establishing a company usually result from a lack of knowledge of regulations and procedures. The most common mistakes of entrepreneurs are incorrectly prepared documents and providing incomplete data in the application, which leads to the need for supplements and delays in company registration.
However, while prolonging the process of establishing a company may be troublesome, there are mistakes with much worse consequences. Particularly dangerous traps when registering a sole proprietorship are the choice of the optimal form of taxation and proper registration with ZUS. To avoid mistakes, it is safest to consult a specialist in this field even before starting the company registration process.

Not every foreigner can establish and run a JDG in Poland. This possibility is available to citizens of other European Union countries, the European Economic Area, and Switzerland, as well as citizens of countries with which Poland has signed an agreement in this matter (for example, US citizens). Additional requirements for a foreigner from a third country when establishing a JDG include having one of the specific residence titles. This can be, for example, refugee status or a permanent residence permit. Business activity cannot be conducted by persons (regardless of citizenship) who have been deprived by the court of the right to conduct business activity.
To check if a sole proprietorship is available for a specific foreigner, the particular situation must be considered each time.

The costs of establishing a company in Poland depend mainly on the type of activity and the chosen legal form. Fees related to registration itself vary: the entry into CEIDG is free, for registration of a company in KRS and mandatory entry in the Court and Commercial Monitor, a fee of 350 to 600 PLN applies. Additionally, notarial services and sworn translations may also incur costs. Other costs related to registration in CEIDG and KRS also include securing an address under which it will be possible to register the company.

Before starting the registration of your company in CEIDG, you should prepare for this procedure: choose the appropriate PKD codes, have an available address, estimate planned costs and revenues, choose the best form of taxation for you, determine whether you want to register immediately for VAT and ZUS. At this stage, it is worth seeking help from a specialist, which will give us concrete knowledge on how to register a company in CEIDG.
The application can be submitted in paper form or electronically. The first step to using the online option is obtaining an electronic signature: it can be a Trusted Profile (available to holders of Trusted Profile), a personal signature (placed in e-ID), or another accepted qualified certificate.
After logging in, it is enough to fill in step by step the successive parts of the CEIDG entry application, providing the correct data. If we want, we can also at this stage grant power of attorney to CEIDG or register for VAT or ZUS. Then we sign the application with the electronic signature, send it to the office, and wait for a response.

Not all foreigners must meet specific residence requirements, e.g. for an EU citizen running a sole proprietorship in Poland is available regardless of having a residence document. Whether a residence card is needed also depends on the form of activity conducted: for registration of a sole proprietorship, presenting a residence card and a permit decision may be required, while for establishing a limited liability company, this is not required. Ultimately, there is no single rule regarding the residence card and company establishment; everything depends on the specific situation.

Yes, regardless of whether it concerns a sole proprietorship or a limited liability company, an address in Poland is required for registration. A person running a JDG can have one or more addresses of business activity, may also not have a permanent place of providing services, but then must have a correspondence address in Poland.
Company registration in KRS requires not only a Polish address of the company seat, but also correspondence addresses of shareholders and representatives, whereby in the case of foreigners, both correspondence addresses in Poland and abroad must be provided.

Establishing a company in Poland from abroad is possible if one has one of the accepted electronic signatures. Then it is possible to register the company online; Poland also allows establishing a company through a proxy. Both a Pole and a foreigner can open a company in Poland while staying in another country.
However, it is worth noting that the simplest way to obtain an accepted electronic signature is to set up a Trusted Profile, which requires a PESEL number, and this can only be obtained in Poland.

Foreigners can create various types of commercial companies in Poland, with the limited liability company being the most popular. Sometimes it can even be done remotely because the process itself does not require being present in Poland. It should be remembered that the registration process of a limited liability company by foreigners requires filling out the appropriate registration documents. The registration application, company agreement, information regarding shareholders, and proof of payment are necessary documents. All these documents must be in Polish or translated into Polish by a sworn translator.

Not all forms of company establishment are available in Poland for every foreigner. Therefore, a foreigner facing the dilemma JDG vs. limited liability company must first of all check whether he has the right to run a sole proprietorship. The choice between a limited liability company and an individual business activity will also depend, among other things, on whether the foreigner wants to run the company alone or plans to have partners. JDG and a limited liability company also differ in that an entrepreneur running a business is liable for the company’s debts with all his private assets, while the liability of shareholders of a limited liability company depends on the amount of their contributions, and the company management can also be held liable.

Business registration in Poland requires providing a PESEL number if it has been assigned to the foreigner. If he has never received this number, he can register both a sole proprietorship and a limited liability company without it, providing additional identification data.
In the case of a NIP number, the rules are the same for JDG registration: if the foreigner has one, he must provide it. If he does not have a NIP, he will receive it during the business registration process. To register a limited liability company, a NIP is not needed; after the company registration, it will receive its own Tax Identification Number.

The choice of the optimal taxation method for a given business depends on the type of activity conducted, planned costs and revenues, the necessity or absence of VAT registration, the number of planned employees, and many other factors, even such as previous tax reliefs. To properly assess which form of taxation will be best for us, it is good to prepare at least a rough estimate and schedule, and then carry out a taxation simulation under general rules, linear tax, and lump sum on recorded revenues. When making this decision, it is worth consulting a specialist.

Although the registration of a foreigner’s residence applies in Poland, not everyone has a permanent address to register there, and people opening a company do not always stay in Poland. If a foreigner wants to establish a business, he does not need a registration address. However, he must have an address where he has the right to register his company, and must also indicate addresses where he provides services, or at least a correspondence address. Also, shareholders and members of the management board of a limited liability company in Poland must provide Polish correspondence addresses.

The procedure for registering a limited liability company in KRS will depend on the method of establishing this company. Establishing a limited liability company in Poland is possible both electronically and at a notary. In both cases, the application for registration must be submitted online, but the process will look different. If the company is established at a notary, we must then submit the appropriate application through the Court Registers Portal, to which we must attach information about the notarial documents and other necessary attachments; then there may be a need to deliver the original documents to the court. If both the establishment and registration are to take place online, one can use the S24 portal, which provides templates of certain documents (e.g., company agreement) and allows generating and electronically signing them, as well as filling, signing, and submitting the registration application in KRS.

All foreigners, both EU citizens and citizens of third countries, unless deprived of this right by a court decision, can establish a limited liability company in Poland. Legal differences also occur when taking the position of President or Member of the Management Board for remuneration: for EU citizens, this is generally available, just like company registration, while citizens of other countries may require a work permit for this.
An EU citizen can also run a company in Poland as a sole proprietorship (JDG), while a non-EU foreigner must have the appropriate residence permit for this to be possible.

A foreigner can open a bank account in Poland, but having one is not a registration requirement either for establishing a JDG or registering a limited liability company. A company in Poland, however, must have a bank account.
In practice, a foreigner establishing a company often already has a personal bank account. In such a case, it will also be necessary to open a company account. Even for a foreign entrepreneur running a sole proprietorship, having a company and private account is required.