Open a Company in Poland as a Foreigner
A foreigner planning the formation of a company in Poland can open any of the 8 available types of legal entities. While there are certain restrictions depending on the foreigner’s country of origin and the legal basis of their residence in Poland, even a foreigner who does not reside in Poland is able to establish a limited partnership, a limited joint-stock partnership, a joint-stock company and a limited liability company.
Before starting a business in Poland, you must register the company in Central Register of Companies (Centralna Ewidencja i Informacja Gospodarcza, CEIDG) or National Court Register (Krajowy Rejestr Sądowy, KRS), and establish cooperation with subcontractors.
The costs of starting a business range from PLN 0 for sole proprietorship, to several thousand Polish Złoty for a joint-stock company.
The documents required for registration are an identity card and proof of legal residence in Poland. The time needed to register a Polish company is approximately 2 days in the case of registering a sole proprietorship. Registering a limited liability company takes up to 30 days. While establishing other forms of business activity in Poland takes up to 6 months.
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How to open a company in Poland as a foreigner?
To open a company in Poland as a foreigner, you need to follow 6 steps.
- Make sure you have the appropriate residence status
- Define type of a business activity
- Register your company with the authorities
- Report the company to ZUS
- Take care of the appropriate permits
- Sign contracts with cooperating entities
These 6 steps, with an exemption of the first one, are the standard procedure to register a company in Poland.
1. Make sure you have the appropriate residence status
Make sure you have the appropriate residence status to start a business in Poland by checking whether citizens of your country of origin are eligible to open a company in Poland without any restrictions. Citizens of member states of the European Union, the European Economic Area, the United States, and the Swiss Confederation can proceed to opening a business without any restrictions. If your country is not on this list, make sure you have a permanent or temporary residence permit.
Regardless of which country a foreigner comes from, their stay in Poland must be legal. Each foreigner is able to stay in Poland for 90 days within a 180-day period. To set up a company, you must have a temporary residence permit issued for a period of 3 months to 3 years. You should obtain it after submitting an application to the Department of Foreigners’ Affairs in Warsaw. The decision takes up to 60 days, and submitting the application costs PLN 440, which is an equivalent of $102 or €95.
The second document entitling you to set up a company in Poland is a permanent residence permit. The application for a Polish permanent residence must be submitted to the voivode competent for the foreigner’s place of residence. The office issues a decision in a maximum period of six months. Issuing the document of a permanent residence permit in Poland costs PLN 100 ($23 or €22).
Foreigners who do not reside in Poland and want to set up a company online or through an intermediary are exempt from completing this step.
2. Define type of a business activity
Define a type of a business activity by choosing one of 8 types of companies available, namely a sole proprietorship, limited liability company, joint-stock company, limited joint-stock partnership, limited partnership, civil partnership, registered partnership or professional partnership.
The choice of a legal form of a Polish company affects how many formalities will have to be completed when establishing and running a company. The company type also determines the cost of the minimum share capital that the person establishing the company will have to deposit.
Sole proprietorship and limited liability company are forms available to every foreigner legally residing in Poland. Opening other types of business requires you to be a citizen of the European Union, the USA, the Swiss Confederation or one of the countries of the European Economic Area.
3. Register the company with the appropriate office
Register the company at the appropriate office, which is Central Register of Companies (Centralna Ewidencja i Informacja Gospodarcza, CEIDG) for sole proprietorship and civil partnership, National Court Register (Krajowy Rejestr Sądowy, KRS) for other types of business.
The application for registration in CEIDG is free of charge and is delivered in person to the city or commune office, sent by traditional mail or submitted online. The most convenient form of opening a business is the online option, because the system automatically guides you through the subsequent points of the application and suggests what information to enter, which reduces the likelihood of errors.
When submitting the application, it is worth remembering to mark the registration for insurance, then you do not have to report the company to Social Security Institution (Zaklad Ubezpieczeń Społecznych,ZUS) or CEiDG on your own will pass it on those days.
Other types of companies are reported to the National Court Register, KRS. The application is submitted to the court and should be done in person, by mail or online. Submitting an application involves a fee of PLN 500 (€110 or $115). An additional fee is an advertisement in the Court and Economic Monitor. This is an official journal used to inform about new entries in the register. Such an advertisement costs PLN 0.70 per character, but not less than PLN 60 (€13 or $14) for the entire content.
Each company must then be reported to the Tax Office to be assigned a NIP and REGON number.
If sales in the first year of the company’s operation are planned to exceed PLN 200,000 (€43,000 or $46,400), it is worth immediately applying for a VAT number while registering a company online. It is done later using VAT-R online form in CEIDG, or in person in the Tax Office. The VAT registration in Poland is free of charge.
4. Report the company to ZUS
Report the company to ZUS by filling in a ZUS ZPA document if you are the owner of a civil partnership and plan to hire employees. You should submit the document in person at a local ZUS branch, send it using a traditional post, or electronically. In the case of opening any other type of business partnership, and sole proprietorships, ZUS itself registers the entity as a contribution payer based on the information provided to it by CEiDG and the National Court Register.
It is necessary to register your company with ZUS in order to pay social security and health insurance contributions for yourself and your employees. Based on the received notification, ZUS creates a payer’s account on the PUE ZUS portal.
Fees depend on income or the minimum wage announced for a given year. The minimum contributions for 2023 are PLN 342 ($79 or €74) per person.
5. Take care of appropriate permits
Make sure you obtain appropriate permits for operating your business in Poland by checking the website biznes.gov.pl what specific documents are necessary for your industry. The most frequently obtained permits are an alcohol license, inspection of a catering establishment by the Sanitary Inspectorate, and a permit to conduct activities that require a permit, for example opening a pharmacy or waste collection.
An alcohol license is issued by the commune head, mayor or city president for retail sales and by the voivodeship marshal for wholesale sales. There are three types of permits depending on the strength of the alcohol sold: type A for beer and alcohol up to 4.5% alcohol content, B for alcohol in the range of 4.5-18% and C for alcohol above 18%. This means that premises or shops wishing to sell all types of alcohol must obtain all three types of permits. The license to sell alcohol in the first year is PLN 525 ($120 or €113) for type A and B permits and PLN 2,100 ($485 or €450) for type C permits. The fee is paid before the permit is granted. In order to obtain a permit, in addition to the fee, you must submit an application with attachments, i.e. confirmation of company registration and consent of the owner of the premises. In case of errors or incomplete application, the missing information should be corrected within 7 days.
The inspection of a catering establishment is carried out by the State Sanitary Inspection upon an application submitted before the commencement of operations. Submitting an application is free. The inspection does not charge fees for its activities unless it detects violations. Therefore, before submitting the application, it is worth preparing the required documents and completing formalities, which include signing a waste collection contract, occupational health and safety training and testing the water in the premises. All these documents will be checked by the inspector upon receipt.
Opening a business that requires a permit demands obtaining the consent of the appropriate authority, e.g. in the case of a pharmacy, the consent of the Provincial Pharmaceutical Inspector. It is worth checking whether the type of planned activity or any product that will be sold within it does not require a license. You should check it on the governor website by searching for a list of powers and restrictions for individual authorities.
6. Sign contracts with cooperating entities
Sign agreements with cooperating entities, such as the bank where you open an account, or the owner of the premises you want to rent.
Each entrepreneur should also decide how they will conduct accounting and whether they should sign an agreement with an accounting office in this matter.
The last collaborating entities are employees. An entrepreneur wishing to employ employees must ensure that they are sent for medical and occupational health and safety examinations, that they sign a contract and that they are registered with the Social Insurance Institution (ZUS).
What documents are required from a foreigner to start a Polish company?
To set up a company in Poland, a foreigner is required to have an identity document, a document confirming the legality of stay in Poland, and in some cases, confirmation of a PESEL number or a company agreement.
A valid identity document is a passport or another document with a photo issued by state authorities. The type of document varies depending on the country of origin. The most important thing for the process of setting up a business is that the document is valid.
The document confirming the legality of stay in Poland is a residence card, a decision on a permanent or temporary residence permit. Another confirming document is a decision to grant refugee status or even confirmation of entry into the territory of the Republic of Poland. In the case of a temporary residence permit in connection with entering into a marriage with a Pole, an additional identity document of the spouse and a marriage certificate.
PESEL confirmation is an optional document, but it is worth obtaining because many matters are handled online only with this number. For example, setting up a trusted profile for signing documents or sending an application for entry to the National Court Register.
A partnership agreement is required only for limited liability company, limited partnership, limited joint-stock partnership, and joint-stock company. The contract must be concluded in Polish or translated by a sworn translator.
In addition to the documents required when setting up a company, you must also take into account certain costs.
How much does it cost to start a company in Poland as a foreigner?
The cost of establishing a company in Poland by a foreigner is the same as the cost for a Polish citizen, and dependent on the type of business they want to start. Additional costs applying only to foreigners are costs of residence permits and sworn translations of company documents.
Registration of a sole proprietorship (JDG) in Poland is free of charge. Registration of a Polish limited liability company costs approximately PLN 500 ($115 or €108) for the entry to the National Court Register. However, opening of the most complicated types of companies cost up to several thousand Polish Złoty.
This large discrepancy in costs of opening businesses in Poland is due to the required share capital in different types of companies. In some types, such as sole proprietorship or limited partnership, a foreigner does not have to deposit any share capital. In these types of business, practically the only costs incurred when setting up a company are registration costs, which amount to the same amount as the cost of an application for entry in the National Court Register. People who register electronically via the S24 portal should expect the registration cost to be halved.
In a limited liability company the minimum share capital is the same for Polish citizens and foreigners, namely PLN 5,000 ($1,155, or €1,080). For a limited joint-stock partnership the amount is PLN 50,000 ($11,550, or €10,800), and in a joint-stock company PLN 100,000 ($23,000, or €21,600).
In addition to the contributed capital and the registration process, the costs of setting up a company in Poland include the cost of residence permits for foreigners from outside the European Union, the European Economic Area, the United States, and the Swiss Confederation. The temporary residence permit costs PLN 440 ($102 or €95), or a permanent residence permit that costs PLN 100 ($23 or €22).
The foreigner who does not speak Polish needs to translate documents, using sworn translation services. The cost of sworn translation ranges from PLN 50 to PLN 120 per page of translation, which is an equivalent of €11-26, or $11-28, depending on the language and type of the document.
Additional costs are a virtual office, purchasing or renting premises, the value of which depends on the size and location of the company. Other costs include fees for accounting services, HR services, employee salaries and office rental fees. The total costs of opening a company in Poland by the foreigner depend on the type of business, number of employees, and the selection of subcontractors. The process of opening a business takes up to 30 days, however the process of obtaining residence permits takes up to 6 months.
How long does it take to open a Polish company for a foreigner?
The duration of opening a company in Poland lasts from 1 day to 30 days. The registration of a company in CEiDG takes a maximum of 30 days, but usually no more than 7 days. Applications to the National Court Register submitted via the S24 portal are processed within 24 hours, and submitted in paper form within 7 days from the date of submission of the application.
The total duration of the process of opening a business in Poland by foreigners depends also on the time necessary to obtain required permits and rent or buy premises to run their business.
The number of necessary formalities will also depend on the type of company chosen.
What type of company can a foreigner start in Poland?
A foreigner can start any of the 8 types of companies in Poland, a sole proprietorship, a limited liability company, a general partnership, a professional partnership, a civil partnership, a limited partnership, a limited joint-stock partnership, or a joint-stock company.
A sole proprietorship can be established by any foreigner with a permanent residence permit. It is the easiest and quickest type of business to establish in Poland. It is also one of the most advantageous choices, because registration is quite simple and free, and the number of formalities is smaller compared to running another type of company.
A limited liability company is the most popular form of business activity among foreigners in Poland due to low financial responsibility for the company’s obligations. The partner is only liable to the value of the company’s capital invested when opening the company.
When deciding on the development of a large company, it is worth establishing a joint-stock company. And if deciding on cooperation in which one co-owner puts in the funds and the other puts in the idea, the best choice will be a limited partnership.
Before deciding on the type of company, it is worth checking what the possibilities are, and they depend, among other things, on which country the citizen wants to start a business in Poland.
Citizens of which countries can open a company in Poland?
Citizens of member states of the European Union and the European Economic Area can open a company in Poland without any restrictions, i.e., apart from the EU countries, citizens of Norway, Iceland and Liechtenstein can also open a company in Poland. Such a person can open a sole proprietorship or any company in Poland, establish a branch or representative office in Poland, and also provide cross-border services without the need to register a company in Poland.
Citizens of the USA and the Swiss Confederation can also set up a company in Poland. They can open any business, branch or representative office, but cannot provide cross-border services.
Citizens of other countries can set up a sole proprietorship or a limited liability company in Poland if they have a permanent residence permit, a temporary residence permit, are the spouse of a Pole, have been granted refugee status, have temporary protection in Poland or the Pole’s Card.
Persons who do not have a residence permit in Poland and are not living in Poland can run a limited partnership, a limited joint-stock partnership, a joint-stock company and a limited liability company. They can also join already existing companies and include or acquire their shares.
Can an Indian citizen start a company in Poland?
Yes, an Indian citizen can set up a sole proprietorship or a limited liability company in Poland, provided that he or she has a permanent residence permit. Another condition of opening a Polish business is to have a temporary residence permit for the purpose of studying or as a result of marrying a Pole.
Can an American citizen start a company in Poland?
Yes, a US citizen can set up a company in Poland. American citizens can also freely choose the form of their business – sole proprietorship or any other type of company.
Before establishing a company in Poland, US citizens need to make sure whether they have legal right to reside in Poland.