What do you need to remember when setting up a startup in Poland? (Sponsored)

Poland is a lovely location for foreigners eager about beginning a enterprise. With its dynamic financial system, certified employees, and nonetheless aggressive working prices of operating a enterprise, Poland affords beneficial situations for brand spanking new business undertakings, together with startups.

Are you pondering of establishing a startup in Poland? You must know the next details about our nation earlier than making a call:

Regardless of the latest turmoil on worldwide markets, Poland stays a secure nation – with rising GDP and actual buying energy – a reality which has been appreciated by entrepreneurs. In keeping with the official information of the World Financial institution, Poland’s Gross Home Product (GDP) was USD 809.2 billion in 2023, with 3.23% progress year-on-year on the finish of 2024. This can be a good signal for entrepreneurs and traders, which signifies financial growth. Forecasts for the longer term are additionally optimistic, suggesting additional progress. What can also be related for foreigners is the truth that Poland, as one of many greatest European economies, has skilled a robust progress compared with different EU nations, and this interprets to the upper buying energy of its residents.

Additionally it is value noting that the IT trade has considerably developed in Poland lately, which signifies that extra certified specialists with marketable expertise can be found. This may be Poland’s sturdy asset, particularly for startups, that are considerably “by definition” related to new applied sciences and innovation.

It appears, due to this fact, that operating a enterprise in Poland is a good suggestion. And whereas, objectively talking, such a call brings plenty of advantages, one has to bear in mind the so-called “challenges”, i.e. authorized and tax facets, which regularly create difficulties for entrepreneurs-visionaries. The truth is, even the perfect and most revolutionary enterprise concept might fail if bookkeeping just isn’t in compliance with relevant regulation and rules. And although plenty of administrative issues could also be dealt with on-line from anyplace on this planet, an insurmountable impediment for foreigners often is the language barrier (as most official procedures are nonetheless carried out solely in Polish). Despite a comparatively excessive stage of digitisation of public companies, it’s value contemplating searching for the help of an skilled who speaks Polish and has intensive data of relevant regulation, since – it should be clearly emphasised – Polish rules are advanced and infrequently obscure by individuals from different jurisdictions.

Can the stated challenges scare away potential entrepreneurs? Not essentially; individuals can cope with something, so it’s a good suggestion to study extra in regards to the necessities and make the ultimate choice with that data.

Why is a restricted legal responsibility firm the perfect authorized kind for a startup?

Earlier than enterprise formal actions, we should always take into consideration what sort of enterprise we want to conduct, and during which trade and on what scale we want to function. The solutions to the above questions will assist us to find out additional actions within the means of establishing the corporate, and might be helpful, for instance, in selecting the authorized type of the newly established enterprise. We are able to share our expertise at this level: the perfect type of enterprise exercise for a startup might be a restricted legal responsibility firm. Under is a listing of benefits of a Polish restricted legal responsibility firm:

1. Restricted legal responsibility of householders (shareholders) – A restricted legal responsibility firm is an included entity with authorized persona. As such, shareholders should not answerable for the corporate’s money owed with their property. Such an organization is a separate entity, whose property are indifferent from these of its homeowners.
2. It may be established for any lawful function – In contrast to partnerships, corporations needn’t be enterprise enterprises, i.e. corporations can have interaction in not-for-profit actions (e.g. philanthropy). 
3. Prices of incorporating and operating a restricted legal responsibility firm are comparatively low  – Within the case of restricted legal responsibility corporations, the minimal quantity of share capital is as little as PLN 5,000 (as in comparison with joint-stock corporations, the place the minimal quantity of share capital is PLN 100,000); as well as, in view of the circumstances described under, the day-to-day operations of restricted legal responsibility corporations don’t generate substantial prices.
4. Risk to arrange an organization on-line – Restricted legal responsibility corporations (and easy joint-stock corporations, registered partnerships, and restricted partnerships) could also be arrange within the S24 portal, during which a prepared template of the articles of affiliation is on the market to make use of and quick observe (precedence) registration with diminished court docket charges is enabled. Then again, as a result of technical limitations related to establishing an organization on-line, this resolution is addressed largely to entrepreneurs who want to launch operations as rapidly as potential, with the opportunity of adjusting the working procedures of the corporate to their particular wants solely at a later date. 
5. Little formalism – in distinction with the articles of affiliation of joint-stock corporations, it’s potential to incorporate extra parts not listed within the statute (the Code of Industrial Corporations – the Code) within the articles of affiliation of restricted legal responsibility corporations, except such parts are disallowed within the Code.

Moreover, within the case of restricted legal responsibility corporations:

• It isn’t essential to take minutes of all common conferences within the presence of a notary. The presence of a notary is simply required within the instances laid down within the Code, e.g. when amending the articles of affiliation. Then again, it’s potential to kind a administration board in addition to approve monetary statements or undertake resolutions on shareholder distribution on the idea of minutes taken in easy written kind.
• As a common rule, it’s not essential to kind a supervisory board.
• In distinction with joint-stock corporations, there isn’t any requirement to create an digital register of shareholders (which entails extra prices and organisational actions), with a register of shares saved in easy written kind being ample for restricted legal responsibility corporations.

What are the subsequent steps after selecting a restricted legal responsibility firm because the type of your online business?

1. Registering the enterprise exercise with the registry court docket. You are able to do it on-line by your self, however we suggest consulting with an individual who speaks Polish and is aware of the regulation nicely. The entire course of takes place electronically, in Polish. The paperwork which should be connected to the appliance should be translated (and likewise authenticated, usually by an apostille).
2. Registering with the Central Register of Final Useful House owners (CRBR). It should be made inside 14 days from registering with the registry court docket. Registration is simply potential on-line, in Polish. Failure to adjust to this obligation is topic to a excessive advantageous.
3. Acquiring a REGON quantity, which is an identification quantity within the Nationwide Official Enterprise Register. It’s assigned freed from cost and mechanically after registering the corporate with the registry court docket and is used for the identification of the entity within the registers and databases for monitoring enterprise actions. It’s up to date on an ongoing foundation, due to this fact being a dependable supply of details about the corporate. 
4. Acquiring a NIP quantity, which is a tax identification quantity. Because the identify suggests, it’s used for the identification of the corporate in relations with the tax authorities. Equally to REGON, the NIP quantity can also be assigned to the corporate freed from cost and mechanically after registering the corporate with the registry court docket.
5. Opening a checking account. Holding a company checking account is nearly indispensable for carrying on enterprise successfully. Nonetheless, it should be identified that earlier than opening an account, the corporate has to endure thorough screening by the financial institution, which is a requirement arising from the stringent rules regarding anti-money laundering and countering the financing of terrorism. The aim of this course of is to confirm the last word helpful proprietor of the corporate, i.e. the pure individual exercising direct or oblique management over the corporate. To this finish, within the case of corporations belonging to multinational holdings, it’s needed to gather a variety of company paperwork, such because the articles of affiliation, excerpts from overseas business registers, and many others. and have them authenticated and translated. Sadly, this ceaselessly makes opening a checking account a time-consuming and dear course of. 
6. Acquiring a professional digital signature from a Polish supplier. Polish regulation states that each firm is obliged to file annual monetary statements. Signatures from overseas suppliers – even these certified – are sometimes not recognised by the system for submitting filings. Subsequently, a signature issued by a Polish supplier needs to be obtained adequately beforehand by taxpayers who want to file paperwork themselves. The identical is true for the PESEL quantity, which is a private identification quantity assigned mechanically to Polish residents. It isn’t compulsory for foreigners, however it is rather useful if you happen to want to deal with official issues in our nation by your self, additionally on-line.
7. Acquiring extra permits and licences (if required on your services or products). Relying on the kind of your online business – and infrequently on the trade as nicely – it may be needed to acquire extra licences or permits. What sort of licences and permits? It’s best to seek the advice of this subject with an expert understanding the rules.

As you possibly can see, establishing a startup might pose a problem, however it’s a lot simpler with the help of an skilled specialist. However, it’s only the start of the street. What ought to the subsequent step be? To make sure correct bookkeeping and tax filings.  

What challenges might overseas entrepreneurs face in Poland?

Bookkeeping in Poland requires compliance with a variety of rules and requirements. It’s usually essential to have skilled data within the areas of accounting, taxation, and regulation. Subsequently, it’s advisable to put money into the correct instruments and cooperate with skilled specialists to keep away from pointless authorized and monetary setbacks. Understanding native accounting and tax necessities is essential for carrying on enterprise in Poland with success. The part under comprises related data which may be useful at first.

1. Polish Accounting Requirements – In accordance with the Polish Accounting Act, account books, with few exceptions, should be saved in keeping with the Polish GAAP.
2. Accounting system – Restricted legal responsibility corporations are obliged to maintain their books below the so-called full accounting system, whatever the scale of operations in Poland. 
3. Language and forex – Account books of Polish entities should be saved within the Polish language and forex (PLN). In apply, which means that all transaction descriptions, account names, and experiences generated by accounting software program should be made in Polish.
4. Opening of accounts – In accordance with the Accounting Act (Article 12), accounts should be opened as at first date of the operations, which is the day of the primary property-related or monetary occasion. The opening of accounts should be effected not later than inside 15 days from this occasion. The primary accounting transaction is usually the contribution of capital, with out which firm registration just isn’t potential.
5. Monetary statements – Inside three months from the tip of every fiscal yr, the corporate is obliged to organize its monetary statements in digital kind in keeping with the right file construction made obtainable by the Ministry of Finance.
6. Digital signatures – Monetary statements should be signed electronically by board members with a professional digital signature obtained from a Polish supplier. 
7. Approval and submitting of economic statements – Monetary statements should be authorised inside six months from the tip of the fiscal yr and subsequently filed electronically with the registry court docket inside 15 days from their approval. 
8. Obligatory audit – Audit of economic statements turns into necessary after exceeding the thresholds specified within the Accounting Act. Entities working in sure industries are topic to necessary audit no matter their measurement.
9. Company Revenue Tax – Restricted legal responsibility corporations pay company earnings tax (CIT) on the charge of 9% or 19% relying on their income. 
10. VAT – A newly established entity ought to contemplate registering for VAT. The usual charge in Poland is 23%.
11. Withholding tax – The administration board ought to analyse (ideally in cooperation with tax advisors) whether or not transactions concluded with overseas contractors are topic to WHT.
12. Statistical reporting – The Statistics Poland (Polish: Główny Urząd Statystyczny) might oblige an organization to attract up statistical experiences that should be ready and despatched to the Statistics Poland by way of a devoted reporting portal inside the timeframe specified by the authority.
13. Reporting to the Nationwide Financial institution of Poland – Enterprise entities buying and selling internationally could also be obliged to report back to the Nationwide Financial institution of Poland – companies needs to be updated with the related limits and obligations.
14. Choosing the proper software program – Accounting software program shouldn’t solely meet the situations specified within the Accounting Act but in addition be sure that recordsdata will be generated in keeping with the JPK (Polish SAF-T) construction, as required by the Nationwide Income Administration. 
15. Employer obligations – if, on high of that, the corporate is to tackle staff, it ought to contemplate some extra obligations, together with:

• registering the enterprise entity as an employer, 
• concluding a contract with a specific monetary establishment that may handle the funds aggregated below the PPK saving scheme (Worker Capital Plans),
• guaranteeing worker medical check-ups,
• offering Occupational Well being and Security coaching.

Why is it advisable to begin your online business with an skilled associate?

An skilled enterprise associate – equivalent to RSM Poland – has entry to infrastructure enabling the sleek operating of your organization. This provides you peace of thoughts and makes you’re feeling sure that enterprise operations are in compliance with the regulation. Learn more here.

It has lengthy been identified that delegating the accountability for sure areas to a specialist with appreciable data of their area is cheaper than dealing with the scenario on one’s personal. Polish regulation doesn’t make it simple for worldwide traders to run a enterprise, due to this fact, it’s value handing over bookkeeping and taxation issues to professionals and focus on increasing these parts of the corporate which construct its aggressive benefit.