Step 1: Notarize Company Agreement

• Time to complete: 1 day

• Cost to complete: PLN 1,010 notary fee + 0.5% over PLN 60,000 + 22% on top of
notary's fee (VAT) + 0.5% of share capital (civil law transaction tax)

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The company charter (joint-stock company) or the articles of association (limited liability
company) shall be drawn up, duly signed and notarized.

The company charter of a joint-stock company should contain the following:

• business name and company seat,

• type of activity,
• duration of the company, if limited,
• amount of share capital, capital paid-in before registration, the nominal value of the
shares and their number, the indication whether they are registered shares or bearer
shares,
• number of each type of shares and rights associated with specific share types, if
applicable,
• names and addresses of the founders,
• number of members of the governing and supervisory bodies, or at least a minimum or
a maximum number and an entity authorised to appoint the members,
• a newspaper/periodical for publishing announcements, if the company intends to
publish announcements in other than the Court and Economic Monitor (Monitor
Sądowy i Gospodarczy).

The articles of association of a limited liability company should contain the following:

• business name and company seat,

• type of activity,
• duration of the company, if limited,
• amount of share capital,
• whether a shareholder is entitled to one or more shares,
• number and nominal value of shares held by individual shareholders.

Paying up the funding capital

Joint-stock company: at least 25% of the entire initial capital should be covered.
Limite liability company: the entire initial capital must be covered.
Step 2: Register the Company in the National Court Register (Krajowy Rejestr Sądowy)

• Time to complete: 14 days

• Cost to complete: PLN 1000 (registration fee) + PLN 500 (announcement fee)

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The next step is to submit an application for registration in the Register of Entrepreneurs in
the National Court Register (KRS). The applications are to be submitted to the regional
Economic Departments of the National Court Register competent for business activity
location. The application, signed by all management board members, should be submitted
with the following documents attached:

• The company charter or articles of association;

• Documents appointing the company's governing bodies, with a specification of
appointed members. In the case of a limited liability company only when these were
not defined in the articles;
• A statement from all members of the Board of Management that the contributions
towards initial capital have been made by all shareholders in full (limited liability
companies), or that the share payments and contributions in kind envisaged by the
charter have been effected lawfully (joint-stock companies);
• A list, signed by all members of the Board of Management, giving the names of the
shareholders (individuals and companies) and the number and nominal value of shares
held (limited liability companies);
• Specimens of the signatures of the Board of Management members, certified by a
notary or made in person in the presence of the Court;
• Notarial deeds on establishing the company and on the subscription of shares (joint-
stock companies);
• A receipt for the share payments, certified by a bank, or an investment company. If
there are contributions in kind to be made after the registration, a statement from all
members of the Board of Management that the contributions are ensured, as required
by the law (joint-stock companies)

It is important to note that there exists a possibility of submitting along with the application
for registration in the Register for Entrepreneurs in the National Court Register (KRS), an
application for the REGON identification number (see Step 3) and an application to receive a
Tax Identification Number (NIP) (see Step 5). In the abovementioned situation, the Economic
Departments of the National Court Register competent for business activity location are
responsible for sending the REGON application to the relevant State Statistical Office and
NIP application to the tax office not later than 3 days after the entry to the court register.
However, it would be advisable to file all the three applications separately, as in practice such
proceedings seem less time-consuming.
Registration in the National Court Register (KRS) is officially announced in the Court and
Economic Monitor.

Sole proprietorship and partners in civil partnership must be registered in the Business
Activity Register (Ewidencja Działalności Gospodarczej) which is held by the head of a
commune (wójt), the mayor of a town or the president of a city.
Step 3: Apply for the Regon Identification Number

• Time to complete: 1 day

• Cost to complete: no charge

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Within 14 days of the date of the notarial deed the company should notify the Statistical
Office (Urząd Statystyczny) in order to obtain a REGON identification number. However, it
is possible to file the application for the REGON identification number along with the
application to register the company in the National Court Register (see Step 2). The REGON
identification number is issued by the Statistical Office competent for business activity
location, free of charge and usually straight away.
Step 4: Open a Bank Account

• Time to complete: 1 day

• Cost to complete: no charge (depending on the bank)

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As required by Polish law, every company is obliged to have an account at a Polish bank. In
order to open an account the company should present a REGON certificate, company charter
or the articles of association and specimen signatures.
In order to open a bank account the Company must possess a stamp with the Company's name
Step 5: Obtain Tax Identification Number (NIP)

• Time to complete: 3-4 weeks

• Cost to complete: no charge

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In order to benefit from VAT deductions and issue invoices, the Company must have a tax
identification number (NIP). The following documents should be filed in order to obtain a tax
identification number:

• company charter or the articles of association

• excerpt from the National Court Register
• REGON certificate
• documents confirming legal title to premises or real estate on which the company's
seat is located
• bank account agreement

Step 6: Register for VAT

• Time to complete: 1 day

• Cost to complete: PLN 152

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Simultaneously with applying for the Tax Identification Number, the Company may register
for the purposes of VAT. If the annual turnover of the Company exceeds EUR 10,000, it is
obliged to register as a VAT remitter. The Company is obliged to register before conducting
its first VAT-covered business activity.

In case of a Company, planning to conduct any activity of intra-Community supply of goods

or services it is obliged to register as a VAT EU remitter.
Step 7: Register at the Social Insurance Institution (Zakład Ubezpieczeń Społecznych)

• Time to complete: 1 day

• Cost to complete: no charge

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Within 7 days of the employment of the first employee, the Company must register at the
Social Insurance Institution as an insurance contribution payer. The notification should be
submitted at the Social Insurance Institution inspectorate competent for business activity
location.
REGON and NIP certificates should be attached to the Social Insurance Institution
application. Even though it is not required by law to have a NIP number at the moment of
registration at the Social Insurance Institution, in practice the software system used by the
Social Insurance Institution, does not accept entries without a NIP number.
Step 8: Register at the National Labour Inspectorate (Państwowa Inspekcja Pracy)

• Time to complete: 1 day

• Cost to complete: no charge

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Within 30 days of the employment of the first employee, the National Labour Inspectorate
should be notified. The notification should contain the information on the number of
employees, the type, scope and location of business.
Step 9: Register at the Chief Sanitary Inspectorate (Państwowa Inspekcja Sanitarna)

• Time to complete: 1 day

• Cost to complete: no charge

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The Chief Sanitary Inspectorate should be notified within 30 days of the commencement of
business. This obligation does not apply to sole proprietorship.
The relevant regional Sanitary Inspectorate should be informed of the type, scope and location
of business.

One-stop shop

Important efforts are being currently made in order to implement "one-stop shop" policy to
the procedure of setting up a business in Poland. Some local authorities already apply this
method to registering companies willing to operate within their territorial range of
competence. Simultaneously, more and more institutions involved in the process of
registering a Company in Poland provide the possibility of filing relevant applications via
internet.