Poland, despite its rather confusing bureaucratic authorization regime, is one of the leaders among Eastern Europe countries in attracting foreign investment in the economy.

Poland allows registration of an entity of any organizational and legal form, including a partnership, a company, a branch and a representative office.

Although partnership, as elsewhere in the world, is quite interesting from the tax planning perspective, foreigners may not be partners in such Polish entity.

Private limited liability company

Private limited liability company is established in Poland with a minimum share capital of EUR 12 500 and is characterised as follows:

* minimum number of shareholders is 1, and their maximum number is not limited. A limited liability company may not be the sole shareholder in this form of Polish entity;
• minimum number of directors is 1;
• directors and shareholders may be non-residents of Poland;
• company may not offer its shares in an open subscription, and shareholders may not sell their shares to third parties without the general meeting’s approval; 
• company may not provide banking, insurance, stock exchange and trust services.

Open Joint-Stock Company

Open Joint-Stock company is established in Poland with a minimum charter capital of EUR 125 000 and is characterised as follows:

• minimum number of shareholders is 3, and their maximum number is not limited.
• both registered and bearer shares may be issued.
• company may offer its shares to the public, and shareholders may transfer their shares to third parties without the general meeting’s approval;
• company is managed by the Board of Directors which appoint the Supervisory Board;
• directors and shareholders may be non-residents of Poland;
• company may provide any services, including banking, insurance, stock exchange and trust services, provided that it has the license.

Procedural formalities related to company registration in Poland are as follows:

1. Certification of constituent documents by notary.
2. Registration with Court and in the Companies Register.
3. Obtaining an individual number of statistical recording.
4. Registration with the tax authority.
5. Opening a bank account.
6. Obtaining a VAT number.

Poland has more than ten free economic zones, where companies may seek tax exemption for a period of up to 5 years.

All Polish companies are subject to profit tax regardless of their source of income.

No capital gains tax is charged in Poland.

Poland is not a tax heaven or offshore jurisdiction, and a concept of Poland tax exempt company (and/or Poland offshore company, trust, foundation etc. registration) does not exist in Poland as such. A company formation in Poland could be arranged with a professional registered agent providing incorporation, virtual office and other corporate services in Poland.To set up a company in Poland is possible by correspondence, but to open a bank account in Poland will, most probably, require a personal visit.

Poland Double Taxation Agreements

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