Limited company in Poland – step by step guide

Joanna Olczyk
Specjalista ds. Księgowości i Prezes Zarządu Starlit. Na co dzień zajmuje się świadczeniem usług z zakresu rachunkowości oraz doradztwa biznesowego. Z wykształcenia magister Finansów i Rachunkowości, ukończyła również studia podyplomowe z Zarządzania oraz MBA (Franklin University, OH, USA).

If you chose legal form of your company and you know that Limited company (Sp. z o. o.) is your most favorable option – Check out our introductory article about Limited companies in Poland.

Learn how to choose most favorable legal form of your company.
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Step 1: Commercial Companies Code

Some approach law with trepidation. I have to admit, legal language is not easy, especially, when you have to deal with legal act for your first time. But believe me, it will be much easier if you to know basic Limited company law before it’s too late. Time before establishing a company is most suitable due to ease of mind and time. And if you don’t know something, you can always consult with Business Consulting Specialist.

Keep in mind „Ignorantia juris non excusat” Ignorance of law excuses no one. Knowledge of business law is important, especially if you will be not only a shareholder, but Member of the Board. Besides – more knowledge you have, more independent you are about cooperation with your accountant or lawyer. Especially, if you care about having responsible business.

Section about Limited company law is located in Commercial Companies Code art. 151 to art. 300. Actual Commercial Companies Code can be downloaded from Online System of Legal Acts (choose „test ujednolicony”).

Step 2: choosing the right shareholder

In case of Limited liabilities, choosing shareholders is important not only because of having the right business partners which will help the business flourish.

Limited company with one shareholder is treated by ZUS as self-employment. Which means that paying monthly health care fees is mandatory. Keep in mind that you can’t benefit from fee reliefs for self-employments younger than 24 months. For that reason i advise to invite at least one shareholder to the company.

Step 3: ways to create Limited liability company

In current state of law we can choose two ways to set up a company:

1. Standard way
2. Express 24 hour way (S24)

In the table below I shortly presented most important differences.

Comparison of costs of establishing companies in both modes:

Register your company with us.
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Step 4: amount of share capital

Decide with your business partners on your share capital. Currently, lowest possible share capital is 5000 PLN and value of one share cannot be lower than 50 PLN.

With amount of share capital rises credibility of the company in the eyes of contractors. Art. 206 of Commercial Companies Code states that every company has to inform about its amount of share capital in all writings, commercial orders and on the website.

On the other hand – with rise of share capital, rises responsibility of the shareholders. In Limited companies responsibility of shareholders is limited to the amount of field share capital.

What can be filed as share capital?

• money;
• apports of fixed assets;
• bills of exchange.

Can you use share capital?

Law states that share capital is immovable and constant. Although it doesn’t mean that share capital is frozen. By the rule of subrogation you can swap one asset on the other. For example buy a manufacturing machine for the money allocated as share capital.

Funds for current activities

Non this stage it’s worth to know how much money you will need on current company activities to the moment of generating profit. Money on services like rent and advision should not be spent from share capital. You can consider creating reserve capital or loans from other shareholders.

Analyze your share capital options with one of our advisors.
Call: (+48) 733 777 503

Step 5: company agreement

In my opinion, proper company agreement is key. Regardless of whom you take as shareholder – be it your friend, spouse, or stranger – remember to secure interests, both your and the company’s, with proper paragraphs in the agreement.

On our Client meetings we discuss around sixty paragraphs which need to be decided. We analyze aspects such as actual employment state of shareholders, their situation in other companies, marital status or children. These informations allow us to advise on things like inheritance. It is important to add paragraphs which regulate how heir gets paid in case which he does not join the company.

Another important aspect is company’s objective of existence such as acquiring equity investors, entering foreign markets or need to regulate Board Members responsibilities.

Considering there is a lot of freedom to formulate company agreement given by KSH (Commercial Companies Code) and role which company agreement may serve in the future, i advise creating custom agreement which corresponds the needs of your business.

But still you can use an example stated by KSH, which is available in S24 or modify agreements found in web.

If you decide to modify existing agreement or write it on your own, you have to check regulations stated by KSH. In part dedicated to Limited companies you have information what paragraphs you should put in agreement and which aspects should be regulated. For example agreement should state duration of the company,. You can state, that it’s time is indefinite, but it has to be written. Another example may be record relating to fiscal year:

In case of setting up a company for the first time in the second half of the calendar year and chosen fiscal year overlapping with calendar year, the first fiscal year may last to the day of beginning of the business, to the end of next calendar year from which business has started.

Right interpretation of this paragraph in the agreement may save few hundred PLN.

Due to possibility of making mistakes, creation of the company agreement on your own may be be only apparent saving. Keep in mind that changing paragraphs in the agreement has is binded with costs like notary fee or KRS application. Some changes require 2/3 of Board Members votes.

Create company agreement with specialist. Call: (+48) 733 777 503

Step 6: application of required documents to the KRS on standard basis

Form needed to apply in KRS is coded „KRS-W3”, to the form you need additional attachments:

• KRS-WE – concerns shareholders, but only those, who own more than 10% of the shares. If there are many shareholders, all what has to be done is a plain list of shareholders,
• KRS-WM – information about PKD (Standard Industrial Classification), nef new formula after changes in 01.12.2014 r. Has only 10 PKS positions, rest is not included,
• KRS-WK – about people allowed to represent the company, also has to be filled to define organs such as board of directors,
• KRS-WA – creation of company branches, field units – has to be filled if applies,
• KRS-WL – appointment of legal representatives,
• KRS-WH – way of the company is created; applies if company is created as a result of merging, division or transformation.

All forms have to be signed by the Board Members.

Other attachments:

• company agreement (statute, or act of establishment of single-person Limited liability company); If agreement was created as notary act, you need to include the entry of it,
• statement of every Member of the Board, that all contributions to the share capital have been filed,
• if company agreement does not define appointed organs and members of the company, Proof of establishment has to be included, detailing composition of it. Separate resolution regarding organs of the company has to be prepared. It is better to include this statement in company agreement, important: if Board is the only organ of the company and it is appointed in company agreement, notary act may server as this attachment – ie. on KRS-W3 you mark 2 pieces of documents, notary act and document stating members of the company organs, but you attach 2 copies of notary acts,
• list of shareholders or data of the sole owner, signed by all members of the board, on this list you have to include all shareholders and state amount of shares and wealth owned,
• address data of all Members of the Board,
• court statement of Board Members, or notary statement of signature samples. As of 01.12. 2014 r. this is not obligatory,
• original original document confirming right to use premises or property for business purposes, with headquarters address; after 01.12.2014 changes, this document is no longer obligatory, in some cases office may ask for this document,
• proof of court fee payment and proof of application fee payment to the MSiG,
• according to one window rule: after changes in 01.12.2014 r. court after making a record in KRS sends data to Centralnego Rejestru Podmiotów – Krajowej Ewidencji Podatników and Krajowego Rejestru Urzędowego Podmiotów Gospodarki Narodowej to assign NIP and REGON numbers which will be put in KRS automatically.

Registration process is almost done, but…

You have to remember to…

• fill NIP-8 and send it to TAX office, with deadline of 21 days after registration in KRS,
• fill VAT-R, if you want your company to be VAT payer,
• if you want to seize the opportunity to advance payments on corporate tax quarterly, do not forget to fill out the statement on the settlement of income tax on a quarterly basis by the 20th day of the month following the start of operations. For example: the company was registered in the National Court Register on March 26, the statement must be submitted by 20 April. The privilege is not for everyone! Take the legal basis: Art. 25 paragraph. 1b and 1e of the Law on income tax from legal persons,
• in the case of employment, the company is obliged to make an appropriate application form ZUS ZUA within 7 days of employing the first employee.

The fee for entry to the National Court and the ad in MSiG can suffer in two ways:

1. Personally in the court.
2. Bank transfer – it is necessary to attach the transfer confirmation to the conclusion KRS.

How to set up a company o.o. – summary:

1. Choosing optimal form of your business.
2. Naming and reserving domain for the company – sooner the better.
3. Getting to know Commercial Companies Code.
4. Choosing business partners.
5. Choosing way to create company.
6. Determining amount of share capital.
7. Creating company agreement, signing by all Board Members in form of notary act.
8. Filling in share capital.
9. Filling registry documents with company agreement to the right KRS branch depending on where headquarters of your company are located. Thanks to the one window rule, in the same time company will get NIP numer, REGON number and company will be reported to ZUS as a valid payer, so you don’t need to apply any other documents to any other offices. Since the date of Notary signing of the agreement, you have 6 months to register your company in KRS. To this time company will operate „in organization” state.
10. Submission of registration for VAT, you should also check the appropriate box on the VAT-R, which entitles tax office give you the NIP EU number – it can come in hand if you buy services from the European Union. The application of VAT-R can also be submitted by Limited company, but then you have to remember to update information when the company will be registered in the National Court Register.
11. After the registration in the National Court Register the company acquires full legal personality so „in the organization” disappears.
12. With the entry into the National Court and the NIP number you can open a bank account. Information on the bank and all of its bank accounts must be passed to the tax office.
13. Find the right partner in the field of accounting. Accounting Office, which also has specialists in the field of establishing companies, will take care for you of most of the points mentioned above, so you may want to consider finding support at the beginning.

Thinking of the foundation of the company – contact us, we will take care of all the paperwork for you and advise on key issues. Call: (+48) 733 777 503