Expanding your U.S. company into Poland offers exciting opportunities but requires understanding Poland’s specific business requirements. This guide provides six practical tips, covering company formation, shareholder selection, share capital contributions, office localization, management board composition and drafting of compliant articles of association. With these insights and skilled support from RSM Poland, U.S. businesses can confidently navigate Polish market entry and establish a strong legal foundation for their entity.
Executive summary
Tip 1: Consider whether to set up a new company or buy a ready-made shelf company
The Polish limited liability company (LLC), or “spółka z ograniczoną odpowiedzialnością,” is the most popular business structure in Poland for both locals and foreigners. It offers limited shareholder liability and operational flexibility, making it ideal for long-term business.
You can either set up a new LLC, which usually takes four to eight weeks, or acquire a shelf company—a dormant, fully registered LLC with all necessary identification numbers ready to go. Shelf companies allow immediate commencement of business.
Notably, personal presence in Poland is not required for company formation; this can be managed remotely with a notarized power of attorney.
RSM Poland can assist by organizing notary meetings; securing a registered address; preparing company documents, including articles of association; and managing registration with the National Court Register.
Tip 2: Choose the shareholders
A Polish LLC can be formed by one or more shareholders, who may be individuals or legal entities, either Polish or foreign. U.S. citizens and companies can serve as sole shareholders without a local partner.
Personal attributes like citizenship, religion or profession do not affect eligibility. The maximum number of shareholders is unlimited.
A single-member LLC (and its U.S. equivalent) cannot establish another Polish LLC but may acquire all shares in an existing company, including a shelf company.
Tip 3: Determine contributions and share capital (if required)
The minimum share capital for a Polish LLC is 5,000 PLN (about $1,200), with shares valued at a minimum of 50 PLN each.
Contributions must be paid in full before company registration, either in cash or in kind (excluding services or inalienable rights).
Share capital contributions are made once and become company property. Changes in shareholder composition later do not affect this obligation.
The share capital amount can be adjusted later but must never fall below the minimum required.
Shareholders typically are not personally liable for company debts, which helps protect their personal assets.
Tip 4: Ponder localization
Every Polish LLC must have a registered office in Poland, which must be specified in the articles of association and reported to authorities. This legal address is essential for registration and correspondence.
Companies can choose any city in Poland as their registered office, with major urban centers like Warsaw and Poznań offering many rental options, including coworking and outsourced office services.
RSM Poland offers clients registered office services in Warsaw or Poznań, which simplifies compliance without the need for physical presence.
The registered office location can be changed later with an amendment to the articles of association.
Tip 5: Reflect on the composition of the management board
The management board manages daily operations and legally represents the company—akin to the role of a board of directors in the U.S.
The management board must be established when the company is formed and can include one or more members appointed by shareholders or outsiders.
Shareholders or directors from the parent company commonly serve on the board, saving costs and enabling the parent company to maintain control. However, for language and operational reasons, many foreign companies appoint at least one Polish resident to the board.
Tip 6: Consider the contents of the articles of association
The articles of association (similar to U.S. articles of incorporation) are a foundational legal document drafted under Polish law and notarized in Polish.
They must include:
- Company name and registered office
- Business objectives
- Share capital amount
- Rules on share ownership per shareholder
- Number and nominal value of shares per shareholder
- Company duration, if specified
Optional provisions can include recurring nonmonetary benefits, advanced payment obligations, restrictions on share transfers, supervisory bodies and shareholder expulsion rights.
Amendments require a notarized resolution passed by a two-thirds majority and registration.
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