Incorporation of Shelf Company (Subsidiary Company) in Poland

⟨⟨ Back

Poland is a country where more and more foreign companies are starting to establish subsidiaries (so-called shelf companies) to expand their activities to its territory. In the common opinion, Poland is a bureaucratic country when it comes to running a business. However, there have been many changes over the past several years. Poland is a leader in the European Union countries when it comes to digital access to public services such as e-government, tax offices or setting up companies. What’s more, Poland is an intensively developing country when it comes to the activities of startups, IT companies, companies related to virtual currencies and crypto-assets and VC investment funds (venture capital). All this, combined with access to talented employees, means that foreign companies often want to open their companies in Poland to gain access to this market. Both in terms of new customers and access to qualified employees.

In this article you will learn how you can set up a company in Poland.

Why set up a company in Poland?

There may be many reasons why foreign entrepreneurs establish companies in Poland. Below I list the ones we have had contact with as part of our legal activities:

  • acquiring new customers,
  • employing qualified specialists (e.g. programmers, IT developers),
  • having a company in the territory of the European Union,
  • necessity of having a company in Poland on a regulated market e.g. financial market, fin-tech, crypto,
  • attracting an investor e.g. VC fund.

What type of companies can be established in Poland?

In Poland, in accordance with the Code of Commercial Companies and Partnerships, you can establish: general partnership (spółka jawna), professional partnership (spółka partnerska), limited partnership (spółka komandytowa), limited joint-stock partnership (partnership limited by shares, spółka komandytowo-akcyjna), limited liability company (spółka z ograniczoną odpowiedzialnością), simple joint-stock company, and joint-stock company.

The most common form of company that foreign entrepreneurs choose to set up a subsidiary (shelf company) in Poland is a limited liability company. Therefore, I will focus on this company here.

How long does it take to set up a limited liability company in Poland?

There are two ways to set up a limited liability company in Poland.

The first is online registration. In this way, you can set up a company with a basic articles of association and cash contributions. Full registration usually takes up to 3 business days. This way of registering a sp. z o.o. is good when the relationship between the partners is not complicated and you want to start operating quickly.

The second way is to conclude an articles of association in a notary public office. In this case, contributions to the company can be both in cash and non-monetary. This way of registering a LLC is recommended for entrepreneurs who want to conclude a complicated shareholders agreement. Full registration takes about one month because after the conclusion of the articles of association at the notary public, the company must be registered in the register of entrepreneurs.

The advantages of a subsidiary in Poland

What are the benefits of establishing a subsidiary in Poland? There are several reasons.

The most important are:

  1. setting up a basic LLC in Poland takes only 3 days and in many cases in which we have helped our clients, it took about 24 hours,
  2. minimum share capital of a polish limited liability company is only about EUR 1,200 (PLN 5,000),
  3. shareholder resolutions can be concluded remotely,
  4. low taxes – CIT (corporate tax) is usually 9%.

Subsidiary and branch taxation in Poland

CIT (corporate tax) rates are:

  1. 19% of the tax base
  2. 9% of the tax base on revenues (income) other than capital gains for small taxpayers and start-ups.

The reduced 9% rate can be used by:

  1. small taxpayers whose gross sales revenue (including the amount of VAT due) did not exceed EUR 2 million in the previous tax year,
  2. companies starting their operations – in the first tax year.