This page will guide potential investors on setting up a limited liability company (LLC) in Poland for VAT payers interested in real estate. We’ll outline key steps, required documentation, and compliance matters. Additionally, the page will highlight the benefits of using an LLC for real estate investments in Poland.
Introduction
LLT as an ideal investment vehicle for foreign investor
Limited Liability Company (LLC) or "spółka z ograniczoną odpowiedzialnością" (sp. z o.o.) is the most popular business form for foreign investors in Poland. This business structure offers several advantages, including limited liability for shareholders, which means their personal assets are protected from the company's liabilities. Approximately 95% of company registrations and foreign investments in Poland are carried out in the form of an LLC.
PESEL and ePUAP
Important Prerequisites for Foreign Investors
Note: If you already have a PESEL number and ePUAP trusted profile (or qualified electronic signature), you can skip directly to the registration process.
PESEL Number Requirement
The PESEL (Powszechny Elektroniczny System Ewidencji Ludności) number is a unique identification code assigned to residents in Poland. As a foreign investor:
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What is it: An 11-digit identifier that contains encrypted information about your date of birth and gender
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Why it's crucial: The PESEL number is essential for:
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Opening a bank account in Poland
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Filing company financial statements
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Registering with the tax authorities
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Obtaining an ePUAP trusted profile
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Submitting information to the Central Registry for Beneficiary Owners
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Accessing healthcare and other public services
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How to obtain it: For foreign investors, there are several ways to obtain a PESEL number:
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In person: Visit the local municipal office (Urząd Gminy) where your company is registered or where you have residence
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Through an attorney: Authorize a Polish legal representative to submit your application
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Required documents: Valid passport or ID, proof of residence in Poland (if applicable), and a written application stating the legal basis for needing the PESEL (e.g., business operations)
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Important note: Obtaining a PESEL requires a visit to a Polish municipal office. This process cannot be completed entirely remotely.
ePUAP (Electronic Platform of Public Administration Services)
The ePUAP trusted profile functions as an electronic signature for official documents and communications.
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What is it: A free digital tool that allows you to sign documents electronically and handle administrative matters online
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Why it's needed:
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Required for filing company financial statements
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Essential for submitting documents to the National Court Register (KRS)
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Necessary for making changes to company information
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Used for tax filing and other administrative procedures
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How to obtain it:
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You must first have a PESEL number
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Register on the ePUAP platform (https://epuap.gov.pl)
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Confirm your identity either at a confirmation point in Poland (various government offices) or through certain Polish banks
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For foreign investors, you can also confirm your identity at a Polish embassy or consulate
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Alternative: If obtaining an ePUAP is challenging, you can purchase a qualified electronic signature from commercial providers, which costs approximately PLN 260 for a two-year period. This can be done without visiting Poland, but still requires a PESEL number in most cases.
Why LLC?
Key Benefits for Foreign Investors
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Limited Liability Protection: The liability of shareholders is excluded (except for activities performed during the formation of the company). If you intend to limit liability to assets within one entity, establishing an LLC is the recommended choice.
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Accessible Capital Requirements: The minimum share capital required is only PLN 5,000 (approximately EUR 1,150), which can be contributed in the form of cash or non-cash contributions.
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Favorable Tax Structure: LLCs in Poland provide beneficial corporate taxation (0% Estonian CIT option; 9% for revenues up to 2 million EUR and 19% above)
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EU Market Access: As a member of the European Union, Poland provides LLCs with easy access to the entire EU market without additional tariffs.
Setting up an LLC in Poland
Step-by-Step Guide to Establishing an LLC in Poland as a Sole Owner
1. Prepare Required Documentation
As a foreign investor establishing an LLC as a sole owner, you will need:
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PESEL number – The unique Polish identification number (required for full operational capability)
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ePUAP trusted profile or qualified electronic signature – For signing official documents
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Notarial Power of Attorney (POA) – If you wish to authorize someone to register the LLC on your behalf
2. Choose Your Registration Method
There are two methods for registering an LLC in Poland:
Traditional Method (via Notary)
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Requires a visit to a notary office
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Allows for customized Articles of Association
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More expensive but offers greater flexibility
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Suitable for complex business structures or when specific provisions are required
Online Method (S24 System)
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Fast, streamlined process that can be completed entirely online
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Uses standardized templates for Articles of Association
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Significantly lower costs
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Registration can be completed in as little as 1-7 business days
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Requires a Trusted Profile (Profil Zaufany) or qualified electronic signature
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Perfect for straightforward business structures
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.
Using the S24 Online System
If you choose the online method:
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Create a Trusted Profile (Profil Zaufany) through your online banking or the ePUAP platform
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Log in to the S24 portal (https://ekrs.ms.gov.pl)
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Fill out the electronic form with company details
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Use the standard template provided by the system
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Verify your identity electronically
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Submit the application through the portal
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.
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.
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).
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:
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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.
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Benefits for Real Estate Investments:
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Ability to deduct input VAT on property purchases and related expenses
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Potential for VAT recovery on construction and renovation costs
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Better positioning for transactions with other EU businesses
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Option to recover VAT on ongoing property management expenses
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Registration Process:
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Submit a reasoned application to the tax authority using the VAT-R form
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Include documentation supporting the business case for VAT registration
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Provide proof of property ownership or real estate investment plans
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Professional Assistance:
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An accounting company typically handles this registration process
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They prepare the necessary documentation with appropriate justification
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They can also set up proper VAT accounting procedures
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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.
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.
Cost estimate and considerations
How much you will pay and what to consider
Estimated costs
The costs of establishing an LLC in Poland vary depending on the chosen registration method:
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Court registration fee: PLN 250
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Publication in Court and Economic Monitor: PLN 100
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Civil Law Transactions Tax (PCC): PLN 50 (0.5% of PLN 10,000 share capital)
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Stamp duty for power of attorney (if used): PLN 17
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PESEL application fee: PLN 0
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PESEL certificate (if required): PLN 17
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Professional assistance with Articles of Association: PLN 1,000-1,500
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Total (estmate): PLN 1,417-1,917
Additional Costs to Consider
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Legal or accounting assistance (optional but recommended for foreign investors)
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Translation services for documents (if required)
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Virtual office or registered address services
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Bank account opening fees
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VAT and other tax registrations
Additional Considerations
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The entire process for opening a Polish limited liability company should last around 30 days if all documents are properly prepared and submitted.
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For assistance, you can contact trade organizations like the Polish Investment & Trade Agency or local chambers of commerce. There are also many agencies that offer a range of services from notarial to tax advisory.
Legal Restrictions
The only exception to establishing an LLC is the inability to establish it by another single-member limited liability company. This means if you already own a single-member LLC, you cannot use it to establish another single-member LLC in Poland (though this entity can later acquire such a company).
Note: This guide provides a general overview of establishing a limited liability company in Poland. For detailed assistance tailored to your specific situation, it is recommended to consult with a professional legal advisor or business consultant specializing in Polish company law.