By Poland, with its dynamic economy and membership in the European Union, attracts many foreign entrepreneurs seeking to expand their business or start a new venture. One of the key advantages is the possibility of remote company registration, which significantly simplifies the process for those located outside the country. In this article, we will take a detailed look at how to register a company in Poland remotely, as well as the requirements for founders.
It is important to note that for a foreigner, the process of remote company registration in Poland may present certain difficulties. The language barrier, differences in legal systems, the need to obtain a qualified electronic signature or trusted profile, and understanding the nuances of Polish corporate and tax law can become serious obstacles. Therefore, it is highly recommended to seek assistance from qualified specialists, such as Polish lawyers or consulting firms specializing in company registration for foreigners. They can provide professional support at all stages of the process, from document preparation to registration and obtaining the necessary numbers, which will save time, effort, and help avoid potential mistakes.
Advantages of Remote Company Registration in Poland:
• Time and Cost Savings: There is no need for personal trips to Poland at the initial stage, which significantly reduces travel, accommodation, and visa costs.
• Flexibility and Convenience: The process can be started and controlled from anywhere in the world, providing greater flexibility in planning and management.
• Access to the Polish Market: Remote registration allows for rapid entry into the promising Polish market and taking advantage of EU membership benefits.
• Simplified Procedure (in certain cases): Thanks to the development of electronic services, some business forms can be registered entirely online.
Business Forms Available for Remote Registration:
The most common business form that can be registered remotely is the Spółka z ograniczoną odpowiedzialnością (Sp. z o.o.) – limited liability company. This form limits the founders’ liability for the company’s debts to the amount of their contributions.
Other forms, such as Jednoosobowa działalność gospodarcza (JDG) – sole proprietorship, generally require personal presence for registration, although there are exceptions and possibilities of using proxies.
Step-by-Step Guide to Remote Registration of a Sp. z o.o.:
The process of remote registration of a Sp. z o.o. includes several key steps:
- Obtaining a Qualified Electronic Signature or Trusted Profile (Profil Zaufany):
This is a crucial step, as the electronic signature or trusted profile will be used to sign all required documents electronically.
• Qualified Electronic Signature (Podpis kwalifikowany): This is a paid certificate legally equivalent to a handwritten signature, issued by accredited certification centers in Poland or other EU countries. Personal identity verification may be required.
• Trusted Profile (Profil Zaufany): This is a free method of electronic identification recognized by the Polish state administration. Citizens of certain countries can create a trusted profile online through banking systems or other authorized services. However, for foreigners without a Polish PESEL (identification number), obtaining a trusted profile may be difficult and require a personal visit to a Polish consulate. - Preparation of the Articles of Association (Umowa spółki):
The articles of association are the primary document regulating the future company’s operations. It must include the following information:
• Company Name (Firma): Must be unique and include the legal form (Sp. z o.o.).
• Company’s Registered Address (Siedziba): A specific address in Poland must be indicated. A virtual office can be used during registration.
• Company’s Business Objectives (Przedmiot działalności): The types of activity must be listed according to the Polish Classification of Business Activities (PKD).
• Share Capital Amount (Kapitał zakładowy): The minimum is 5,000 PLN.
• Share Distribution (Udziały): The number and nominal value of shares held by each founder must be specified.
• Management Board (Zarząd): Information about the board members must be provided.
• Company Duration (if applicable).
• Other provisions regulating company operations.
It is recommended to consult a Polish lawyer specializing in corporate law when preparing the articles of association. - Payment of Share Capital:
The share capital must be fully paid before company registration. Proof of payment must be provided during the registration process. - Submitting the Registration Application via the S24 System:
S24 is an online platform that allows full electronic registration of a Sp. z o.o. To use this system, all founders must have a qualified electronic signature or trusted profile.
The application process through S24 includes:
• Completing the electronic forms of the articles of association using available templates.
• Entering data on founders, board members, and the company.
• Attaching required documents (e.g., proof of share capital payment).
• Signing the application with a qualified electronic signature or trusted profile by all founders.
• Paying the registration fee. - Registration in the National Court Register (Krajowy Rejestr Sądowy – KRS):
After submitting the application through S24, it goes to the relevant registration court. If all documents are correctly prepared, the court registers the company in KRS. The registration information becomes publicly available. - Obtaining REGON, NIP, and VAT Numbers:
After registration in the KRS, the company automatically receives a statistical number (REGON). To conduct business, it is also necessary to obtain a tax identification number (NIP) and, if applicable, a VAT number. Applications for these numbers are submitted to the relevant tax authorities.
Requirements for Founders When Registering a Company in Poland:
Requirements for Sp. z o.o. founders during remote registration are relatively simple but require attention to detail:
• Legal Capacity: Founders must have full legal capacity, i.e., the ability to perform legal actions.
• Identification Data: Full and up-to-date identification data must be provided, including first name, last name, date of birth, residential address, passport or other ID information. Foreign documents may need to be translated into Polish by a sworn translator.
• Possession of a Qualified Electronic Signature or Trusted Profile: As mentioned, this is a key requirement for remote registration via the S24 system. Each founder must possess one of these means of electronic identification.
• No Certain Restrictions: Polish law includes restrictions on company management participation in certain cases (e.g., due to bankruptcy or criminal offenses).
• Contribution to Share Capital: Each founder is obliged to contribute their share of the company’s capital as specified in the articles of association.
• Appointment of Board Members: Founders must appoint board members who will represent and manage the company. A board member can be a founder or a third party.
Important Aspects and Recommendations:
• Language Barrier: The entire registration process and communication with public authorities is conducted in Polish. It is recommended to use translation services or hire a law firm that provides services in your language.
• Legal Advice: Although remote registration is possible, it is highly recommended to consult a Polish corporate lawyer. This helps to avoid errors in document preparation and registration.
• Virtual Office: To obtain a registered address at the initial stage, virtual office services can be used.
• Notarization (in some cases): If the articles of association are prepared outside the S24 system in written form, notarization is required. In such cases, remote registration becomes more difficult.
• Registration Timeframes: Timeframes may vary, but if the documents are properly prepared via the S24 system, the process usually takes several business days.
Conclusion:
Remote company registration in Poland, especially in the form of Sp. z o.o. through the S24 system, is a convenient and effective way to start a business in this European country. However, successful completion of all stages requires attention to detail, possession of a qualified electronic signature or trusted profile by all founders, and understanding of Polish legislation. Seeking professional legal assistance can significantly simplify the process and minimize risks.
