Poland

Key benefits

Poland joined the EU in 2004, 15 years after the end of the communist era and has pursued a policy of economic liberalization. The privatization of small and medium sized companies and a liberal law on establishing new firms has encouraged the development of the private business sector.

Poland receives the one of the largest pools of EU funding for development and infrastructure which makes it very attractive to foreign investors. Poland’s market size (it is the largest in central Europe) along with its location in the heart of Europe creates an ideal opportunity for business development.

Key benefits of Poland:

  • Poland is a member of the EU, EEA, the World Trade Organisation and the OECD. As an EU member Poland is required to comply with all EU directives and regulations.
  • Polish exchange rules are harmonized with EU legal standards and there are no limits on capital flows between Poland, the EEA and OECD member countries.
  • Poland is a strong, politically stable economy with a highly educated workforce

Tax and accounting regulations

Summary of Requirements for a Limited Liability Company (Spolka z.o.o):

General Information
Type of CompanyLimited Liability Company
Timescale to incorporateApprox
Double Tax Treaty Access:Yes. Double
Tax agreements exist with over 70 countries.
Disclosure of Beneficial Owner:Yes – information is available in the Register Court
Directors
Minimum No. Required1,Corporate Directors are not permitted
Local Director RequiredNo
Publicly accessible informationYes, directors details are available on a public register
Location of MeetingsLocal
Shareholders
Minimum No. Required1, Corporate Shareholders are permitted however must be at least 1 natural person as shareholder.
Publicly accessible informationYes
Location of MeetingsAnywhere
Company Secretary
RequiredNo
Local Secretary RequiredN/A
Registered Office RequiredYes
Share Capital
Standard CurrencyPolish Zloty (PLN) – 1PLN = 0.25 Euro
Standard Authorised Share CapitalPLN 50,000, price per share PLN 500
Minimum Paid Up CapitalPLN 5000 (Approx. 1,250.00 Euro) – required in order to establish a company
Accounting & Compliance
Requirements to prepare AccountsYes
Requirement to File AccountsNo. Can be kept at the Registered Office
Requirement for AuditAudit is required if at least two of the following are met:

 

  • Turnover exceeds €5 million
  • Total assets exceed €2.5 million

     

  • Number of employees exceeds 50
Local Auditor RequiredYes
Requirement to file Annual ReturnYes
Additional Information
VAT23%
Bank Account OpeningA visit is required.

Taxation:

Corporate Income Tax Rate:19%
Capital Gains Tax Rate:Capital gains are taxed as ordinary income at a standard corporate tax rate of 19%
Withholding Tax:Dividends:

 

Dividends paid to a non-resident company are subjected to a 19% withholding tax unless the rate is reduced under a tax treaty or the dividends qualify for exemption under the EU parent-subsidiary directive.

Interest:

Interest paid to a nonresident is subject to a 20% withholding tax unless the rate is reduced under a tax treaty or the EU interest and royalties directive.

Royalties:

The withholding tax on Royalties paid to non-residents is subject to a 20% withholding tax.

Losses:
  • Losses may be carried forward for 5 years but the deduction in a given year may not exceed 50% of the loss incurred.
  • The carryback of losses is not permitted

 

Procedure of company registration

In order to register a Limited Liability Company the following is required to be submitted to the Register Court:

  • Public Deed of Incorporation executed before a Notary Public.
  • Declaration of all members of the board of directors stating that either cash contributions or contributions in kind have been made to the company on registration.
  • Evidence of appointment of the first officers of the company, together with a list of persons, if they have not been appointed by the deed of company formation.
  • Statement of the shareholders, specifying the full names of individual shareholders or corporate name of the shareholders detailing the number and value of shares held by each and signed by the Board of Management.
  • Specimen signatures of the members of Board of Directors made in the presence of a court or certified by a notary.

The incorporation process can take between 2-3 months however Eltoma Corporate Services recommend purchasing a shelf company to avoid the long timeframe involved with incorporation. If a shelf company is being purchased a visit to Poland is required in order to complete formalities. The Company can be transferred with a Power of Attorney however there is a charge attached to this (see below) and also the timescale for transfer will take longer, approximately 2 weeks to complete.

Opening a Bank Account in Poland:

Poland is a strong regional center for the international banking community and many major institutions have a presence in Warsaw however opening a bank account in Poland requires a visit to ensure account opening. If you require any additional information please contact Eltoma Corporate Services.