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Limited Liability Company - Ltd. (Sp. Z o.o.) in Poland

Survey about a process of formation

Limited Liability Company according to the Polish Law (Społka z ograniczoną odpowiedzialnością-abbreviation: Sp. Z o.o.) is legally as well as tax able to the legal acts and it is performed by following activities:

  • Conclusion of Company Agreement;
  • Conclusion of Hiring Contract;
  • Giving in an application form at the Statistical Office in order to obtain REGON- number;
  • Opening a Bank Account as well as Depositing Paid-in Basic Capital;
  • Giving in an application form to incorporate at the National Court Registry (KRS);
  • Giving in an application form at the competent Tax Office for a company in order to obtain NIP-number as well as registering a company as a VAT taxpayer;
  • Upgrading of data at the Statistical Office (assignment of REGON-statistical number of the Ltd.) and at the Revenue Office (or the Tax Office).

Completion of Company Agreement

A Company Agreement of the Polish Ltd. is done in a form of a notarial deed. In order to sign a Company Agreement, it is not necessary to travel to Poland personally. For that purpose it is allowed to confer an adequate authorization (in a form of a notarial deed).

With the conclusion of a Company Agreement arises so called Ltd. in organization (Sp. z o.o. w organizacji) which can acquire the rights under the name of the company, pieces of land and other jura in re, submit liabilities, also can file a complaint much like can be sued. Once the company is registered with the National Court Register, the Ltd. has every rights and duties to act as a company.

Apart from the others, the Company Agreement must contain information about a firm and a seat of a company, a height of basic capital, information if a shareholder can assume one or more shares, number and a nominal value of shares which have already been assumed by a particular shareholder, and period of duration of a company if a company is not established for an indefinite period of time.

It is necessary to point out that Ltd. might be formed by a single person, but not a single-member limited liability company.

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Giving in an application form in order to obtain REGON-number

With a conclusion of a Company Agreement and after an assignment of REGON-number, at the forming, an Ltd. can open its bank account. It is a necessary condition for a repayment of basic capital of a company. When the capital is paid up, the members of the Board of Directors must hand in a statement that deposits of basic capital have been realised completely and to the statement is also attached an application form to incorporate a company at the National Court Registry.

Giving in an application form to incorporate at the National Court Registry

After an Ltd. gets REGON-number, signs up a rental or another agreement for a place of business and pays up basic capital at the account of a company, it can give an application form at the National Court Registry 1 (at a company formation in Warsaw: the District Court for the capital city of Warsaw, the Economic Department of the National Court, Barska Street 28/30). Thereafter the registration is published at the „Monitor Sądowy i Gospodarczy/Court and Economic Monitor”2.


Registration of a company at the National Court Registry takes an about four weeks. At the moment of the registration a company is considered to be a legal person.

Giving in an application form to in order obtain NIP-number (identification number VAT) and a tax registration

Giving in an application form to in order obtain NIP-number (identification number VAT) and a tax registration

Together with an application form for the registration of a company at the National Court Registry it is also possible to give an application form in order obtain NIP-number (identification number) for a registration of a company as a payer of the VAT (VAT taxpayer) at a tax office competent for a company. If an in-house delivery of goods or rendition of services will be intentional, it is necessary to submit two registrations for VAT: usual VAT-R - application form and VAT-R-UE - application form for an in-house accounting of the Value Added Tax. An assignation of a NIP-number (identification number) is free of cost.


At the present time, for a registration of a VAT taxpayer the expenses are 152,- PLN (fee stamps).
An assignation of a NIP-number as well as a tax registration (VAT) takes an about four weeks. Since the moment of handing-over of an application form a company is allowed to perform an activity having a VAT tax duty, so that it can make use of a possibility to subtract from the estimated tax.

Upgrading of data

After a company has been registered at the National Court Registry, it is necessary to hand over an application form dealing with information about upgrading of data at the Statistical and at the Revenue Office. At the Statistical Office a Ltd. will receive a confirmation about assigning of REGON-number of a company (the same number as an Ltd. at the formation). It is also necessary to inform the Revenue Office about the registration of a company. No other expenses are involved in these activities.

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