Poland remains a top destination for entrepreneurs seeking to establish a business in Central Europe. The most common legal form for small and medium-sized businesses is the Spółka z ograniczoną odpowiedzialnością (sp. z o.o.), equivalent to a limited liability company. This structure offers flexibility, limited liability, and a relatively simple registration process. Here’s how to register your sp. z o.o. in Warsaw in 10 steps.
1. Choose a Unique Company Name for your sp. z o.o.
Your company’s name must be unique and include “sp. z o.o.” to indicate its legal form. Before proceeding, verify the availability of the name through the Krajowy Rejestr Sądowy (KRS), the National Court Register.
2. Indicate Shareholders and Directors
A sp. z o.o. can have one or multiple shareholders, either individuals or legal entities. At least one zarząd (management board member) must be appointed.
3. Prepare Articles of Association (Umowa Spółki)
The Umowa Spółki (Articles of Association) must outline the company’s business scope, registered office, share capital, and management rules. It can be executed either via a notary or through the S24 online system for a simplified process. By giving power of attorney to a Damalion expert, your company will be setup in a reasonable time frame.
4. Fulfill Minimum Share Capital Requirements
A sp. z o.o. must have a minimum share capital of 5,000 PLN. The capital is divided into shares, each with a nominal value of at least 50 PLN.
5. Register with the National Court Register (KRS)
Submit the registration application via the S24 system or through a notary to the KRS. The standard registration fee is 600 PLN (including court fees and publication in the Court and Economic Monitor).
6. Obtain a Tax Identification Number (NIP) and Statistical Number (REGON)
Once registered, the company automatically receives a Numer Identyfikacji Podatkowej (NIP) for tax purposes and a REGON number from the Central Statistical Office.
7. Register for VAT (If Required)
If your company exceeds 200,000 PLN in annual revenue or engages in VAT-applicable activities, VAT registration with the Urząd Skarbowy (Tax Office) is mandatory. The standard VAT rate is 23%, with reduced rates for certain goods and services.
8. Open a Corporate Bank Account
A Polish business bank account is required for financial transactions, tax payments, and capital contributions. Damalion assists clients in opening business bank accounts with selected banking partners in Poland.
9. Register for Social Security (ZUS)
If you plan to hire employees, register with the Zakład Ubezpieczeń Społecznych (ZUS) to fulfill social security obligations.
10. Start Operations and Maintain Compliance
Your sp. z o.o. must comply with Polish corporate tax regulations. The corporate income tax (CIT) rate is 19%, with a reduced 9% CIT rate for small taxpayers with revenue below 2 million EUR annually. Annual financial statements must be submitted to the KRS.
Setting up a sp. z o.o. in Warsaw is a structured yet straightforward process when handled correctly. Whether you need assistance with registration, legal structuring, or opening a corporate bank account, Damalion is here to guide you through every step. Contact your Damalion expert today to streamline your business expansion into Poland.
