Company law, company formation, restructuring in Poland

This is not always necessary. The Polish legal system offers a variety of company forms that can be tailored to the individual needs and objectives of each foreign investor. The decision to establish a company is often based on an analysis of the advantages, such as the most favourable taxation, easier access to finance or building confidence in the Polish market by demonstrating a permanent presence.

The choice of a limited liability company (sp. z o.o.) by foreign investors planning to expand in Poland is determined by a number of advantages offered by this legal form. The sp. z o.o. is valued above all for the simplicity of its establishment, the limited liability of its shareholders and the comprehensible legal framework.

Spółka z o.o. is comparable to recognised legal forms in other countries, such as the German GmbH or the British Ltd. and makes it easier for foreign investors to understand and adapt to the Polish legal system.

In Poland, the procedure for establishing a limited liability company can be carried out both online and through a traditional notarial deed. The two methods differ in several important aspects:

• Online: Registering a limited liability company online is characterised above all by its speed and simplicity. The entire procedure can be carried out digitally on a special platform. Knowledge of the Polish language and access to a qualified electronic signature are required. The disadvantage of this procedure is the limited possibility of drafting the provisions of the articles of association

• Traditional: The standard method, which is based on a notarised deed, offers far greater flexibility in drafting the articles of association and allows them to be fine-tuned to the specific needs of the shareholders. The procedure is more time-consuming and requires the direct involvement of a notary. .

In Poland, a minimum share capital of PLN 5,000 is required to establish a limited liability company (sp. z o. o.). This capital is the financial basis of the company and must be contributed by the shareholders before formally submitting the application for registration of the company in the commercial register - both in the case of traditional registration by notarial deed and in the case of online registration.

Share capital can be contributed in various forms, not only in the form of cash, but also in the form of contributions in kind such as real estate, intellectual property rights or other valuable assets, provided their value can be reliably determined.

Yes, opening a bank account with a Polish bank is required in practice for a company based in Poland. For example, VAT refunds from the tax office cannot be transferred to bank accounts outside Poland. Opening a bank account with a Polish bank is an important step for the smooth functioning of the company.

You do not have to come to Poland to set up a company. The shareholders can be represented by a lawyer so that the entire process of establishing a company can be carried out remotely. The law firm VON ZANTHIER & DACHOWSKI offers comprehensive legal and business services using modern means of communication and electronic legal systems, enabling our clients to establish a company without having to be present in Poland.

Thanks to our cooperation with Polish banks that have adapted their procedures to the needs of international clients, we also offer support in opening bank accounts digitally. This means that you can set up a company and manage its finances in Poland without leaving your country.

Yes, every limited liability company in Poland is obliged to prepare annual financial statements for each financial year. This process is key to ensuring financial transparency and fulfilling legal and tax obligations. The annual financial statements must be prepared within three months and approved by the shareholders within six months of the end of the financial year.

Companies have several strategies for financing their Polish company, tailored to their different business objectives and needs. Here are the most commonly used methods:

• Increase in share capital: This method involves increasing the number of shares or their value. It is a form of financing that not only strengthens the company's capital base, but can also help to improve the company's financial credibility in the eyes of its business partners and banks

• Additional contributions: This option allows shareholders to contribute additional funds to the company without increasing the share capital. This is a flexible solution that enables rapid financial support for the company

• Granting a loan: The company can also finance itself through loans from shareholders or other companies in the same group. This is a practical solution that enables flexible liquidity management

There is no general rule that a digital signature is required when doing business in Poland.

However, persons who represent companies under commercial law, e.g. managing directors or board members, have such an obligation. This is due to the fact that some of the company's obligations can only be fulfilled electronically, e.g. the signing of annual financial statements and selected tax returns.

Nevertheless, in business transactions in Poland and in many other countries, contracts are increasingly being signed in electronic form, also using a digital signature. A contract concluded in this form is equivalent to a contract concluded in writing.

In Poland, company accounting is strictly regulated and must be carried out in accordance with Polish accounting standards, which are in line with International Financial Reporting Standards (IFRS). Most types of commercial companies are obliged to keep full accounting records, which includes the accurate recording of all financial transactions, the preparation of a balance sheet, a profit and loss account and annual financial statements.