Jak založit firmu v Polsku

1. Prepare Required Documentation

As a foreign investor establishing an LLC as a sole owner, you will need:

• PESEL number – The unique Polish identification number (required for full operational capability)

• ePUAP trusted profile or qualified electronic signature – For signing official documents

• Notarial Power of Attorney (POA) – If you wish to authorize someone to register the LLC on your behalf

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2. Choose Your Registration Method

There are two methods for registering an LLC in Poland:

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Traditional Method (via Notary)

• Requires a visit to a notary office

• Allows for customized Articles of Association

• More expensive but offers greater flexibility

• Suitable for complex business structures or when specific provisions are required

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Online Method (S24 System)

• Fast, streamlined process that can be completed entirely online

• Uses standardized templates for Articles of Association

• Significantly lower costs

• Registration can be completed in as little as 1-7 business days

• Requires a Trusted Profile (Profil Zaufany) or qualified electronic signature

• Perfect for straightforward business structures

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3. Draft and Sign the Articles of Association

The company is established by a founding act (in the case of one partner) in the form of a notarial deed or via the electronic S24 system. Key details about the LLC, including its name, registered office, business activities, and share capital, must be included in the articles of association.

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Using the S24 Online System

If you choose the online method:

1. Create a Trusted Profile (Profil Zaufany) through your online banking or the ePUAP platform

2. Log in to the S24 portal (https://ekrs.ms.gov.pl)

3. Fill out the electronic form with company details

4. Use the standard template provided by the system

5. Verify your identity electronically

6. Submit the application through the portal

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Contribute the Share Capital

All contributions to the company must be made before registration. The Management Board will need to provide a written statement confirming this.

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4. Register with the National Court Register (KRS)

The application for registration should be submitted to the court within 6 months from the day the Articles of Association were signed (in case of electronically signed Articles, the application should be submitted within 7 days).

The application for entry of a limited liability company in the National Court Register should be examined by the registry court within 7 days from the date of its receipt. If the contract was concluded using the template provided in the S24 ICT system, your application should be considered within 1 day from receipt.

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5. Obtain Tax Identification Number (NIP) and Statistical Number (REGON)

Upon registration in the National Court Register (NCR) and in the Court and Commercial Monitor (CCM), your company will be issued a NIP (tax identification number) and REGON (statistical number).

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6. Register for VAT

For an LLC focused on real estate investment in Poland, becoming a VAT payer is strongly recommended to optimize tax treatment:

• VAT Registration Requirement: While companies with annual turnover below PLN 200,000 may qualify for exemption, real estate investment companies typically benefit from VAT registration regardless of turnover.

• Benefits for Real Estate Investments:

  • Ability to deduct input VAT on property purchases and related expenses

  • Potential for VAT recovery on construction and renovation costs

  • Better positioning for transactions with other EU businesses

  • Option to recover VAT on ongoing property management expenses

• Registration Process:

  • Submit a reasoned application to the tax authority using the VAT-R form

  • Include documentation supporting the business case for VAT registration

  • Provide proof of property ownership or real estate investment plans

• Professional Assistance:

  • An accounting company typically handles this registration process

  • They prepare the necessary documentation with appropriate justification

  • They can also set up proper VAT accounting procedures

Real estate transactions in Poland are subject to specific VAT rules, and professional guidance is essential to navigate these regulations correctly and maximize tax efficiency.

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7. Set Up Accounting Systems

Since "full accounting" is the most precise and comprehensive bookkeeping model, requiring expertise and keeping up with continuously changing legal regulations, it is worth considering outsourcing of accounting services.