Starting a Business in Poland: Legal Guide for Entrepreneurs

Poland has emerged as one of Europe’s most attractive destinations for entrepreneurs, thanks to its growing economy, strategic location, and business-friendly policies. However, navigating the legal landscape can be complex, especially for foreign investors. This guide by Geissin Law covers everything you need to know about starting a business in Poland—from choosing the right legal structure to tax compliance and employment regulations.

1. Choosing the Right Business Structure

The first critical decision when launching a business in Poland is selecting the appropriate legal entity. Each structure has different implications for liability, taxation, and administrative requirements.

A. Sole Proprietorship (Jednoosobowa Działalność Gospodarcza – JDG)

• Best for: Freelancers, small businesses, and solo entrepreneurs.
• Key Features:
  • Simplest and fastest to set up (registered in CEIDG).
  • Owner has unlimited personal liability for business debts.
  • No minimum capital requirement.
  • Flat 19% income tax (or lump-sum tax for some services).

B. Limited Liability Company (Spółka z o.o.)

• Best for: Small and medium-sized enterprises (SMEs).
• Key Features:
  • Shareholders’ liability is limited to their contributions.
  • Minimum share capital: 5,000 PLN (≈ €1,100).
  • Must be registered in the National Court Register (KRS).
  • Corporate tax rate: 9% (for small firms) or 19% (standard rate).

C. Joint-Stock Company (Spółka Akcyjna – S.A.)

• Best for: Large businesses, startups seeking venture capital, or companies planning an IPO.
• Key Features:
  • Minimum share capital: 100,000 PLN (≈ €22,000).
  • More complex governance (Management Board + Supervisory Board).
  • Suitable for publicly traded companies.

D. Branch or Subsidiary (For Foreign Companies)

• Branch: An extension of a foreign company (not a separate legal entity).
• Subsidiary: A separate Polish legal entity (typically an LLC).
• Key Consideration: Subsidiaries offer limited liability, while branches do not.

2. Step-by-Step Business Registration Process

Step 1: Choose and Reserve a Business Name

• Must be unique and comply with Polish naming conventions.
• Check availability via the National Court Register (KRS) or CEIDG.

Step 2: Draft and Notarize Company Documents

• For LLCs & JSCs: Prepare Articles of Association (must be notarized).
• For Sole Proprietorships: Only a simple CEIDG registration is needed.

Step 3: Register with Authorities

Authority	Requirement	Timeframe
National Court Register (KRS)	Mandatory for LLCs and JSCs	~2 weeks
Tax Office (NIP)	Obtain tax identification number	Immediate
Social Insurance (ZUS)	Register for social security	7 days
Statistical Office (REGON)	Business identification number	Automatic with KRS

Step 4: Open a Corporate Bank Account

• Required for LLCs and JSCs to deposit share capital.
• Some banks allow remote account opening for foreign investors.

Step 5: Obtain Necessary Licenses & Permits

• Some industries require special permits:
  • Financial services (KNF approval)
  • Pharmaceuticals (URPL registration)
  • Construction (entry in construction registry)
  • Food service (SANEPID approval)

3. Taxation & Financial Compliance

A. Corporate Income Tax (CIT)

• Standard rate: 19% (for profits up to €2M, 9% for small taxpayers).
• Dividend tax: 19% (unless reduced by a double taxation treaty).

B. VAT (Value-Added Tax)

VAT Rate	Applies To
23% (standard)	Most goods and services
8% (reduced)	Certain food items, hotel services
5% (reduced)	Basic food products, books
0%	Exports, intra-community supplies

C. Employment & Payroll Taxes

• Mandatory social security (ZUS) contributions: ~20% (employer) + ~13% (employee).
• Minimum wage (2024): 4,300 PLN/month (≈ €950).

4. Common Legal Pitfalls to Avoid

5. How Geissin Law Can Help

At Geissin Law, we assist entrepreneurs with:

• ✔ Business registration & legal structuring – Choosing optimal entity type
• ✔ Tax optimization & compliance – CIT, VAT, transfer pricing
• ✔ Employment contracts & labor law – Compliant hiring practices
• ✔ Licensing & regulatory approvals – Industry-specific permits
• ✔ Mergers & acquisitions (M&A) – Due diligence and transactions

Final Thoughts

Poland offers a thriving market for entrepreneurs, but legal compliance is crucial for long-term success. Whether you’re starting a small business or expanding a multinational corporation, Geissin Law provides expert guidance tailored to your needs.

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Geissin Law – Your Trusted Partner for Business Success in Poland.

Disclaimer: This guide is for informational purposes only. Legal requirements may change—consult a qualified attorney before making business decisions. Last updated: June 2024.