Poland’s economy offers many opportunities for enterprising individuals, including those from abroad. An increasing number of foreigners decide to start their own business activity in Poland, seeing potential for growth here. However, the process of establishing a company by a foreigner involves knowledge of specific regulations and procedures. What steps need to be taken and what forms of business are available? This guide will introduce you to the most important aspects.
Basic rules: who can run a business in Poland?
As a rule, Poland guarantees the freedom to conduct business activity, but the scope for foreigners depends on their legal status:
- Citizens of EU Member States, EEA countries, and Switzerland: Have the broadest rights – they can establish and conduct business in Poland on the same terms as Polish citizens, choosing any permissible legal form.
- Third-Country Nationals (from outside EU/EEA/Switzerland): Their possibilities depend on their legal residence title in Poland. Not every form of business is available to every foreigner in this group.
What forms of business are available to foreigners?
Here is an overview of the most popular forms and who can use them:
1. Sole Proprietorship (Jednoosobowa Działalność Gospodarcza – JDG):
- Characteristics: The simplest form, registered in the Central Registration and Information on Business (CEIDG). The entrepreneur is liable for the company’s obligations with their entire assets.
- Availability for Third-Country Nationals is limited. The right to establish a JDG is primarily granted to foreigners holding:
- A permanent residence permit.
- An EU long-term resident permit.
- Refugee status or subsidiary protection.
- A valid Pole’s Card (Karta Polaka).
- A temporary residence permit issued for specific purposes, e.g., for family reunification (spouse of a Polish citizen or other specific cases), for full-time studies, or certain other specific residence titles mentioned in regulations.
- Note: Regulations may grant this right to other groups under special acts (e.g., temporarily to Ukrainian citizens covered by the special act – this requires ongoing verification).
- If you do not hold one of the listed residence titles, you generally cannot register a sole proprietorship.
2. Limited Liability Company (Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.) or Joint-Stock Company (Spółka Akcyjna – S.A.):
- Characteristics: Capital companies with legal personality, registered in the National Court Register (KRS). The liability of shareholders is limited to the contributed capital. Sp. z o.o. is much more popular due to lower capital requirements and simpler structure.
- Availability: This is the most important information – establishing or joining a Sp. z o.o. or S.A. is available to ALL foreigners, regardless of their residence permit or nationality! Therefore, it is the most frequently chosen form by foreigners who cannot set up a JDG.
- Requirements: Drafting articles of association (usually in the form of a notarial deed, though online S24 registration is possible for simple Sp. z o.o.), contributing share capital (min. PLN 5,000 for Sp. z o.o.), appointing a management board.
3. Partnerships (e.g., Registered Partnership – Spółka Jawna, Limited Partnership – Spółka Komandytowa):
- A foreigner’s right to be a partner in these types of companies often depends on the same criteria as the ability to establish a JDG. Due to complexity and requirements regarding partners’ residence status, they are less frequently chosen by third-country nationals than capital companies.
4. Branch or Representative Office of a Foreign Company:
- It is also possible for foreign companies to open a branch or representative office in Poland, governed by separate regulations.
The process of starting a company – Main stages
The company registration procedure depends on the chosen legal form, but the general outline is similar:
- Choose the legal form: Ensure the chosen form is available to you.
- Prepare founding documents: E.g., articles of association in notarial deed form (for most KRS companies) or fill out the CEIDG-1 form (for JDG).
- Register: Submit the application to the appropriate register – CEIDG (online or at the municipal office) for JDG, or KRS (via the Court Registers Portal or S24 system) for companies.
- Obtain identification numbers: NIP and REGON are usually assigned automatically upon registration.
- Set up a company bank account.
- Register with ZUS: As a contribution payer (if employing) or as an insured person (if subject to insurance yourself).
- Register for VAT: If necessary or planned.
Company vs. legal stay – Two different issues!
Very important: Simply registering a business activity, even a Sp. z o.o., does not automatically grant you the right to stay in Poland. These are two separate procedures!
To legally reside in Poland and run your company (or serve on its management board), you must hold an appropriate residence title (visa or residence permit). Running a business can be a basis for applying for a temporary residence permit for the purpose of conducting business activity, but additional conditions must be met, e.g., proving the company generates specific income, creates jobs, or has real development prospects. Obtaining such a permit is often challenging, especially for newly established companies.
Scenario: entrepreneur from Asia sets up an LLC (Sp. z o.o.)
Mr. Chen from China wants to open an electronics import company in Poland. He does not have a residence title allowing him to establish a JDG.
- He decides on a single-member limited liability company (Sp. z o.o.) as the available option.
- With legal help, he prepares the articles of association and registers the company in the KRS via the S24 system or with a notary. He contributes the required capital of PLN 5,000.
- The company obtains NIP and REGON numbers. Mr. Chen opens a company bank account and registers it for VAT.
- Mr. Chen plans to actively manage the company and live in Poland. For this purpose, while legally staying in Poland (e.g., on a business visa), he applies to the voivode for a temporary residence permit for the purpose of conducting business activity, attaching the company’s documents, a business plan, and evidence of its development potential. He must also prove he has insurance and means of subsistence.
What must a foreigner starting a company remember?
- Choose the legal form according to your residence status. If you are not eligible for JDG, Sp. z o.o. is the most common choice.
- Remember about the separate legalization of your personal stay if registering the company does not provide it.
- Familiarize yourself with Polish tax (PIT/CIT, VAT) and ZUS regulations. Consider cooperating with a Polish accounting office.
- Be prepared for language barriers – official documentation and communication with authorities are in Polish.
Professional support when starting a company
Navigating Polish regulations for starting a company and legalizing stay can be difficult for a foreigner. Our law firm offers support including:
- Advice on choosing the optimal and available legal form of business.
- Assistance throughout the process of registering companies in KRS or JDG in CEIDG (for eligible persons).
- Advice regarding the requirements for obtaining a residence permit based on business activity.
- Assistance with work permits for management board members.
- Ensuring the company’s operations comply with Polish law.
Starting a company in Poland as a foreigner is definitely achievable. The key is to understand the available legal options based on your status and to separate the company registration process from the process of legalizing your personal stay. With proper preparation and support, you can successfully begin your business adventure in Poland.
(Please remember that the information contained in this article is general. Regulations may change. Always verify detailed requirements from official sources, such as the biznes.gov.pl portal, KRS and CEIDG websites, and consult with a lawyer or tax advisor.)
