Poland is a country that is constantly evolving. Investors have a wide range of business opportunities here and those who choose to open companies in Poland have a variety of types of legal entities from which they can choose the one best suited to their needs. The Commercial Companies Code stipulates the types of structures that can be set up in Poland.
The types of companies in Poland are similar to those in other European countries. Commercial companies can be either corporations or partnerships. Our Polish law firm can help you choose the type of company that is best suited for your specific business needs.
Regardless of the type of company you choose to incorporate in Poland, our local team of attorneys in Warsaw will be able to offer guidance and legal representation as needed, throughout our business activities in the country. You can rely on our assistance for business and employment matters, for handling issues concerning contractual breaches or debt collection, as well as many other issues.
Types of corporations in Poland
There are two types of corporations available in Poland: the limited liability company and the joint-stock company.
The Polish Limited Liability Company (abbreviated “sp. z o.o.”) is the most common form of legal entity and can be established for any kind of activity. It requires a minimum share capital of 5,000 PLN and the nominal value of a share must be of at least 50 PLN. The share capital can be divided into shares of equal or unequal nominal value. The shareholders are not liable for the company’s obligations and they can be natural or legal persons or organizational units without legal personality. The members of the management board can be liable towards the company’s creditors. A limited liability company must pay corporate income tax and VAT in Poland.
The Polish Joint-Stock Company is designed for large businesses. It requires a minimum share capital of 100,000 PLN and the nominal value of one share cannot be lower than 0.01 PLN. The shareholders are not liable for the obligations of the company and they can be natural or legal persons or organizational units without legal personality. Like the limited liability company, the joint-stock company is also a taxpayer of the corporate income tax and VAT.
There are several types of partnerships that can be formed in Poland, each having different advantages for business owners.
The Civil Law Partnership is a good business option for a small business. It is a simple business form with no legal personality that requires two partners who declare that they have common business goals and are willing to share material contribution. The founders can be natural or legal persons or organizational units without legal personality. Each partner is liable to the debts and obligations of the partnership.
The General Partnership is designed for relatively small businesses conducted by at least two entities. It has no legal personality and requires no minimum share capital. The partners are liable for the partnership’s obligations. The partnership must be registered in the National Court Register, otherwise it cannot conduct any business activity.
The Limited Partnership is meant for a business activity of any scale. It has no legal personality but it does have legal capacity and judicial capacity. It does not require a minimum share capital and it must have at least two founders (natural or legal persons or organizational units without legal personality). The partners are liable for the partnership’s obligations.
The Limited Joint-Stock Partnership can be suited for a number of business activities and must include an active partner (the general partner) and a passive partner or shareholder (the provider of capital). It has no legal personality and the two partners can both be natural or legal persons or organizational units without legal personality. This type of partnership requires a minimum share capital of 50,000 PLN, with a minimum nominal value of a share no lower than 0.01 PLN. The general partner bears unlimited liability for the partnership’s obligations up to the full value of all the assets. The shareholder has no liability for the obligations of the partnership.
The Limited Liability Partnership can be established by at least two partners who have the right to practice a freelance procession (physician, architect). It has no legal personality and it requires no minimum share capital. The partners are liable for the partnership’s obligations.
The Sole Proprietorship is a business form available in Poland for individual activities. It can be set up by a natural person who has legal capacity. It requires no minimum share capital and the founder bears full liability will all personal assets. The income of a person who conducts an individual business activity in Poland is subject to Personal Income Tax.
We invite you to watch the following video on the types of companies in Poland:
Please contact our Polish law firm if you have any questions or need personalized advice. If you need tax advice, our lawyers can give you more details about the types of taxes in Poland and can help you comply with the Polish taxation system.
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