The most popular forms of business in Poland are sole proprietorship and limited liability company. When it comes to ordinary sole proprietorship, most entrepreneurs are aware of the ongoing costs to be reckoned with. In principle, there is only the cost of accounting services, as the registration of the sole proprietorship and the making of changes and possible financial reporting is done without additional official fees. The case is different for companies described in the Commercial Companies Code. Since the limited liability company (spółka z o.o.) is the most frequently established company in Poland, it is on its example that the costs of its operation will be discussed below.
How much does it cost to set up a limited company in Poland?
The costs associated with running a limited company start with notary and court fees for its incorporation and registration.
A limited liability company can be established in Poland in two ways: online via the S24 system using a template agreement or at a notary’s office by concluding a limited liability company agreement and then filing it with the Register of Entrepreneurs of the National Court Register.
In the case of a limited liability company established via the Internet, a court fee of PLN 350 must be paid for registration and publication in the “Monitor Sądowy i Gospodarczy” (Court and Economic Monitor). If the future shareholders have decided to establish the company in a traditional manner, they will first have to pay a notary’s fee for concluding the articles of association in the form of a notarial deed. In the case of a company with minimum share capital (PLN 5,000), the fee will be PLN 160 net and PLN 6 net for each page of an extract from the deed. You will usually need extracts for each shareholder. In the traditional way, you will then have to pay a court fee of PLN 600 for an entry in the Register of Entrepreneurs of the National Court Register and an announcement in the “Monitor Sądowy i Gospodarczy” (Court and Economic Monitor).
When setting up a limited liability company in Poland, you will also need to pay a civil law transaction tax (PCC) of 0.5% of the value of the share capital.
Changes to the entry in the Register of Entrepreneurs of the National Court Register
The Register of Entrepreneurs contains all data on the company, such as its business name, address, shareholders, share capital, members of the management board and supervisory board, if any, and PKD codes. Any changes to the data shown in the National Court Register must be recorded in the commercial register. Consequently, an application for amendment of the entry in the register of entrepreneurs must be submitted each time.
The cost of such a change is PLN 350 each. To this must be added the cost of a notarial deed in cases where the change needs to be made in notarial form – e.g. sale of shares (agreement with notarised signatures) or share capital increase (minutes of the meeting of shareholders executed in the form of a notarial deed).
Accounting costs for a limited liability company in Poland
Costs that are not official but cannot be omitted include the remuneration of an accountant maintaining the company’s books. Accounting for a limited liability company is already more complicated than that of a sole proprietorship, if only in terms of the necessity to maintain the so-called full accounting and the necessity to prepare financial statements. The initial monthly cost of bookkeeping (depending on the city) should be in the range of PLN 500-1500 net.
Additional costs associated with setting up and running a limited company in Poland
The costs described above are the costs you, as an entrepreneur, will have to bear. However, over time, as the risks and complexity of the business and its size increase, other expenses such as the cost of legal services or the cost of liability insurance may come into play.