Expanding a Business to Poland

Expanding a Business to Poland

Expanding a Business to Poland

Poland is now an attractive place to open a branch of your company or to establish a subsidiary. It is a country that is dynamically developing in many dimensions. This is a market that is definitely worth your attention.

Market size

Poland is a large market for various types of products and services. It is a country with a population of nearly 40 million. Importantly, the Polish economy is growing steadily. Polish society is generally getting richer and is willing to spend more and more money not only on everyday goods and additional services, but also on premium products and services and luxury goods.

Growing sectors of the economy

In addition to traditional sectors of the economy, such as agriculture and industry, as well as the service sector, it is worth pointing out that other sectors are also developing dynamically in Poland.

First of all, it is the IT sector. Poland has many specialists in the field of IT, i.e. programming, IT architecture, cybersecurity. Poland has many outsourcing centers in this area, but also many companies that provide IT services on their own. Polish IT specialists are often the first choice when a foreign entrepreneur considers outsourcing IT services.

Another sector that will develop significantly in recent years is the sector of new technologies, startups and venture capital investments. The main driving force behind this sector is money obtained by Poland from the European Union. It is worth noting that this sector, about 10-15 years ago, practically did not exist. In a few years, we managed to create conditions for the development of startups. This consolidated Poland’s position in the CEE.


In terms of transport infrastructure, Poland has undergone major changes over the last 20 years. First of all, a network of the country’s most important highways has been created, thanks to which road transport is now comfortable and fast. In addition, the railway network is also developed. Every major city in Poland also has its own airport.

Official matters and digitization

Poland has undergone a radical change when it comes to digitization. Virtually the entire banking sector was created from scratch as electronic and digital banking. Therefore, Poland is a country that easily adapts fin-tech solutions. The rapidly growing e-commerce sector and the sector of e-commerce services (fullfilment, deliveries, parcel lockers) should also be pointed out.

One of the most important things that has happened in recent years is the visible digitization of public administration services. In principle, every official matter related to taxes, running a business, setting up a company can be handled remotely.

Legal framework for business

Polish law adapts better and better to the needs of entrepreneurs. As I mentioned above, most business-related issues can be dealt with remotely without the need for physical presence in a court or public administration office.

The current management of matters of companies operated in Poland has also improved. Most resolutions of the management board, supervisory board and shareholders’ meeting can be adopted remotely.

It is also worth pointing out the positive changes in taxation. Firstly, for sole proprietors, the basic income tax rate was reduced from 17% to 12%. Secondly, in the case of capital companies (limited liability company, joint-stock company, simple joint-stock company), CIT (corporate income tax) was reduced to 9%.

Poland has also introduced a new type of company that is suitable for technology companies, i.e. a simple joint-stock company. It is a company with a share capital of up to 1 PLN.

In addition, this legal form allows for flexible implementation of employee stock option plans (so-called ESOP – employee stock option plan).

Types of Polish Companies – Company formation in Poland

Types of Companies in Poland:

One of the first questions we get as lawyers from people who want to start their adventure with their own company is: “So which type of company to choose?”. As is usually the case with legal matters, the answer is not simple. In Poland, apart from sole proprietorship, we have as many as seven types of commercial law companies to choose from. These companies are described in turn in the Code of Commercial Companies.

What to consider when choosing the type of company?

Before choosing the right legal form for your future company, it is worth considering several important issues. They will help you choose the right company. These include issues like this:

  1. whether the company is to be run alone or with other partners,
  2. whether you will want to sell some shares in the company in the future,
  3. what contributions are to be made to the company,
  4. what business model your company should have and what it should do,
  5. do you want to attract an investor to the company in the future?

Division of companies

Companies in Poland can be divided into two groups. These are partnerships and capital companies. In partnerships, the partners are the most important component. These companies do not have a separate legal personality. They also don’t own shares. Partnerships do not exist without their partners. Capital companies are a separate entity and have legal personality. The structure of shareholders can easily change without affecting the very existence of the company.

Types of partnerships in Poland

There are four types of partnerships in Poland. In the order specified in the Code of Commercial Companies and Partnerships, it is a general partnership, professional partnership, limited partnership and partnership limited by shares.

The basic form of a partnership is a general partnership. The Code even indicates that a general partnership is a partnership that runs an enterprise under its own name, and is not another commercial company. All partners in this company have the same status and are liable with all their private assets for the obligations of the company.

A professional partnership is a company established by partners (partners) in order to practice a freelance profession in a company running an enterprise under its own business name. So not everyone can start a partnership. This can only be done by representatives of the professions indicated in the Code of Commercial Companies and Partnerships. Partners in the company may be persons authorized to practice the following professions: advocate, pharmacist, architect, physiotherapist, construction engineer, statutory auditor, insurance broker, laboratory diagnostician, tax advisor, stock broker, investment advisor, accountant, physician, dentist, veterinarian, notary public, nurse, midwife, legal advisor, patent attorney, property appraiser and sworn translator. As far as the partners’ liability is concerned, the partner shall not be liable for the partnership’s obligations arising in connection with the other partners’ profession in the partnership, as well as for the partnership’s obligations resulting from acts or omissions of persons employed by the partnership under an employment contract or other legal relationship which were subject to the management of another partner in the provision of services related to the subject of the company’s activity.

A limited partnership is a partnership that has two types of partners. It is a general partner and a limited partner. The general partner is authorized to run the affairs of the partnership. His liability is not limited. The general partner is liable for the obligations of the partnership with all his personal assets. On the other hand, we have a limited partner who has a passive function in the company – he cannot, for example, run its affairs or represent the company. But in return, his liability is limited to the limited sum, i.e. to his contribution.

The last one is partnership limited by shares. It is a variation of a limited partnership in which shareholders are taking place oflimited partners.

Types of capital companies in Poland

The Polish Code of Commercial Companies provides for three types of commercial companies. It is a limited liability company, joint-stock company and simple joint-stock company. Each of these companies has legal personality and is an independent entity from its partners/shareholders. The partners and shareholders of the company are not liable for the obligations of these companies. The company itself is responsible for its obligations. In some cases, board members may also be liable.

Capital companies have their own bodies. It is the management board, the supervisory board and the general meeting/shareholders’ meeting.

A limited liability company and a joint-stock company have share capital. In the case of the former, the minimum share capital is PLN 5,000 and in the case of the latter PLN 100,000. A simple joint-stock company does not have a share capital. Instead, it has share capital. A simple joint-stock company can be established even with a contribution of PLN 1.