Poland allows investors to choose between various types of business structures that best suit their business needs. The list below describes the main characteristic of the main types of companies in Poland:
• The limited liability company: also known as the Sp. z.o.o, this is a business form suited to small and medium-sized businesses, where the founders are only liable up to the capital invested in the company.
• The joint stock company: the SA is also a limited liability company, in as that investors are only liable up to the invested capital but it is the public one which can also be listed on the Stock Exchange.
• The partnerships: these come in several forms, like the limited partnership, the general partnership or the professional partnership. The founders have different degrees of liability.
• The sole trader: the simplest business form and also the one with the highest degree of liability for the founder. The Sp.z.o.o. is a preferred business form because of the limited liability (only to the extent of the capital contributions) and the fact that it is suited for small and medium businesses. This type of business entity requires a minimum share capital of 5,000 PLN, more affordable than in the case of the joint stock. The capital must be deposited before registration. Only one director and one shareholder and required to open this company. A special requirement is that the Sp.z.o.o. maintains a registered office in Poland.
Investors who have a higher capital available for the incorporation of a company can start a Polish S.A. (Spolkaakcyjna - Joint-Stock Company). This type of company in Poland requires a much larger minimum share capital, 100,000 PLN and the shares are to be subscribed for in-kind contributions and paid no later than one year after the incorporation of the company. Like in the Sp. z.o.o, the liability of its members is limited by the contribution to the capital.
The partnerships are other types of legal entities, for which at least two parties need to join in order to incorporate it. The general and the limited partnership are the two available types. In the general partnership all the founders are liable while in the limited one, only the general partner is liable (the other will act as the silent partner).
Polish Branches, Subsidiaries or Representative Offices are types of structures that refer to foreign companies that may be opened in Poland. The key differences between these lie in the ability to conduct business and the level of impendence from the parent company. For example, the representative office cannot be used for economic purposes, it can only be used for market research or to promote the company. The branch is a mere extension of the parent company, fully dependent on the structure abroad. in terms of independence, the subsidiary is a locally registered company that will
function in Poland in the name of the foreign company and will perform the same business activity (and
in some cases also include others).
The differences between the various business forms in Poland are essential for doing business and investors should seek out specialized assistance before engaging in the incorporation of one of these types of legal entities. The Sp.z.o.o and the SA are founded by at least one shareholder and one director and it is mandatory for the business entity to have a registered office.
Foreign investors who cannot be present during the entire company registration procedure can appoint a representative through a power of attorney. The presence of the founder may be needed in order to open a bank account where the initial capital will be deposited.
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