Procedure for establishing a limited liability company in the Republic of Poland for a foreigner (Non-EU nationals)

Procedure for establishing a limited liability company in the Republic of Poland for a foreigner (Non-EU nationals)

• a foreigner must come to Poland in order to establish a business
• for this our company issues an invitation. Having invitation the client visits the consulate of the Republic of Poland in his/her (other appropriate) country in order to obtain a visa
• the procedure for establishing LLC in Poland takes place either on-line (S-24 mode) or during a personal visit to the notary with the aim to establish a company (Limited Liability Company)
• To establish LLC in Poland one needs two partners, one of which is the dominant shareholder, e.g. holds 80% of the total share, while the other partner is a minor shareholder owning 20% of the shares. The partners of the company may be either unfamiliar to each other persons or they may be a family members or married couple. In the event of an annual dividend payment, the profits will be divided according to the partner’s share of the authorized capital in the company
• on-line registration (S-24 mode) is the establishment of a company on the basis of a standard company agreement imposed by the registry court, if someone wants to include other provisions in the company incorporation agreement, then he/she must set up a company in the ordinary procedure at a notary public
• the company can also be owned by acquiring shares from another person, in other words, becoming a partner of the company. In this case one buys an organized company with an accounting history, sometimes with funds on the account. The purchase of such a company consists in the sale of shares in the company by one person to another. This is done at the Notary Public. Then the documents are sent to the registry court and there, within 30 to 60 days, they are submitted to the National Court Register. From the moment they appear in the online register, share/company buyer becomes the full owner of the company.
• A new owner of a company (limited liability company) may be employed in this company as an employee, e.g. a sales specialist, and be remunerated for this. One can also become the president of this company and receive income from owning a company. However, please remember that it is easier to obtain a residence card due to being an employee than a board member of the company. Newly established companies and their board members have little chance of getting a residence card. It is much easier when they are CEOs of companies that have been on the market for a long time, or at least companies which have histories of their activity on the market
• To set up a company in Poland or take over shares in it, one will need to obtain a PESEL number. We organize it for the price of the service within 1 day after arrival in Poland.
• It will also be necessary to open a private bank account for which the president of the management board or an employee of the company will receive a remuneration
• We recommend arriving for 7 days in order to settle all matters. Arrival must be announced at least 14 days in advance.
• After setting up a company or taking over shares, it will be necessary to establish cooperation with an accounting office that will service the company in terms of accounting.
• The software for issuing sales invoices can be purchased at your own expense (PLN 300 per year) or you can have invoices issued to an accounting office
• It will also be needed to get a company stamp and a personal stamp

Additional information:

Taxes in a limited liability company (information as of 20/09/2022)

• In Poland, up to EUR 2 million of turnover per year, a limited liability company pays CIT tax in the amount of 9%. If we want to transfer money from the company to a private account, we have to pay a dividend tax of 19%. In the case of establishing a company and employment of at least 4 people under an employment contract, we can choose the form of taxation of the company in the amount of 0% CIT, then we pay the tax only when paying the dividend to the private account of the company’s partners in the amount of 25%.

Taxes due to the performance of the function of a management board member, e.g. president of the management board of a limited liability company

• on appointment income is 12% of income tax and 4.6% of health insurance contribution if the income is up to PLN 130,000 annually. If the annual income is PLN 130,000 and more, then 32% of income tax has to be paid and 4.6% of health insurance contribution. Taxes and insurance are paid by the company for the president of the management board (member of the management board)
• Any issues related to running a business should be agreed with the accountant. The above information is only basic information in order to get to know the principles of the functioning of economic transactions in Poland
• This ends the procedure for opening a company (Limited Liability Company) for a foreigner in Poland

Service costs:

• Purchase of an existing company (prices from PLN 10,000 to PLN 30,000) depending on the company’s seniority, turnover and history. Companies with continuous sales, funds in the company account, employed employees are worth more
• Registration of a new company in the S-24 system (on-line) – PLN 3,000 (the content of the company’s articles of association imposed in advance)
• Registration of a new company or its purchase at a notary’s office – PLN 6,000 (the content of the articles of association is optional to be agreed)
• Service costs by the WORKSOL office – PLN 3,000
• Costs of office, stamps, notary fees, court fees and the preparation of the content of the articles of association – PLN 3,000

To sum up:

• PLN 9,000 – S-24 option (online company registration),
• PLN 12,000 – traditional option at a notary’s office,
• PLN 22,000 to PLN 42,000 – purchase of a company with business history, banking history, sales and employees

Accounting and HR services

• the cost of accounting in Poland is approximately PLN 1,500 net per month
• the value of HR services for the calculation of one employee is approximately PLN 50 net per month
• the software for issuing sales invoices can be purchased at your own cost (PLN 300 per year) or you can have invoices issued to an accounting office

The foreigner is obliged to come to the city of Kepno at his own expense (https://g.page/worksol-group?share) in order to arrange the procedure

Establishing or buying a business – what next? Residence card or visa

• Up to 6 months from establishing a company or taking over shares in it, you must apply for a type B work permit (if you will only occasionally come to Poland) or apply for a temporary residence permit and business activity if you intend to live in Poland or stay more than 6 months a year. Note, you must submit a flat rental agreement) – service cost PLN 5,000 net – administration fees PLN 600. More information here https://migrant.poznan.uw.gov.pl/en/procedury/business-activity

Service costs

• application for a type B work permit – PLN 3,000 net (includes all official costs and fees)
• application for a temporary residence permit and business activity (residence card) – PLN 5,500 (includes all official costs and fees)

Feel free to use our services.

The service will be provided by the president of the management board of WORKSOL Group with 13 years of experience in running a business in Poland. The consulting company employs 30 employees in 3 offices in Poland (Warsaw, Wroclaw, Kepno), and also has its own branch office in Dubai, Jakarta and Santa Cruz.

For more information contact us [email protected]

Autor: Michał Solecki