English
English
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(1) |
Poland Company Incorporation - Pre- & Post-Incorporation (a) Answering customers' questions regarding incorporation of a company in Poland; (b) Name availability check;
(c) Providing advice on the capital and shareholding structure to ensure compliance with Poland regulations;
(d) Assisting the confirmation of Poland Classification of Activities Code (PKD Code) to ensure compliance with Poland regulations;
(e) Preparing the company registration documents, including the Articles of Association, Application form and minutes, etc.;
(f) Filing the company registration application to National Court Register (KRS) online via S24 system and obtaining the KRS Number;
(g) Obtaining the Tax Identification Number (NIP Number) and Statistical Identification Number (REGON Number); and
(h) Paying the government fees and Civil Law Transaction Tax (PCC) on behalf of client. |
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(2) |
Ultimate Beneficial Owner (UBO) registration
Since 13 November 2019, all Poland company must register the Ultimate Beneficial Owners (a natural person directly / indirectly holding more than 25% of shares or voting rights or exercising control over the company) information with Central Register of Beneficial Owners (CRBR) within 7 days after incorporation under the Anti-Money Laundering and Counter-Terrorist Financing Act. If failure to register on time or making false declaration can lead to financial penalties of up to PLN 1 million. The fee quoted above already covers the Ultimate Beneficial Owner (UBO) registration services.
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(1) |
The fee quoted above is applicable for the Company with one shareholder and one director. If the Company to be incorporated has more than one shareholder or director director, an additional service fee will be charged. |
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(2) |
The fee quoted above does not cover our service fees and notarization fees, if any. |
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(3) |
The fee quoted above is only applicable to registered capital of PLN5,000. If the registered capital is over PLN5,000, the difference of PCC needs to be paid separately. |
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(4) |
Since the registration documents to be submitted to KRS need to be in Polish, the notarized documents should be translated from English to Polish. The fee quoted above does not include the translation service. Kaizen can provide translation services, fees will be quoted on request. |
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(5) |
The fee quoted above is only applicable to the online submission for company registration application. If online submission cannot be conducted, you need to conduct the traditional notarial incorporation. If traditional notarial incorporation is required, fees will be quoted on request. |
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No. |
Services |
Fee (EUR) |
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1 |
Registered office address, per annum |
3,000 or above |
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2 |
Application for ONE Universal Electronic System for Registration of the Population (PESEL Number) |
950 |
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3 |
Obtaining ONE Qualified Electronic Signature (QES) |
950 |
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4 |
Poland bank account introductory services |
2,800 |
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5 |
Registering an Economic Operators Registration and Identification Number (EORI Number) |
950 |
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6 |
Value Added Tax (VAT) Registration |
3,000 |
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(1) |
All Poland company must maintain an address in Poland as the registered office address. Kaizen can provide an address in Poland to act as the registered address of your Poland company. The address provided by Kaizen can be used for both the registration of your company and receiving mails from the Poland Government, bank and your business partners. The actual service fee will be quoted based on the location of the address. When receiving the relevant mails for your Poland company, we can assist opening, scanning and sending the copy to your designated email address. We can also assist forwarding the mails received to your designated address. The service fees of the abovementioned mails opening, scanning and forwarding will be quoted upon request. |
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(2) |
Foreign individual shareholders, individual directors and individual directors of corporate shareholders of all Poland company must apply a Universal Electronic System for Registration of the Population (PESEL Number) for managing company remotely after incorporation. When applying for a PESEL Number, applicants must provide full-page passport and recent residential address proof (utility bill or bank statement issued within 3 months). The abovementioned documents must be notarized and apostilled, and certified Polish translation should be attached.
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(3) |
Foreign individual shareholders, individual directors and individual directors of corporate shareholders of all Poland company must apply a Qualified Electronic Signature (QES). This QES is legally equivalent to a handwritten signature and must compliance with electronic Identification, Authentication and Trust Services (eIDAS) regulation. After applying for the QES, traditional handwritten signatures are eliminated, and the company registration procedures and maintenance procedures (such as Ultimate Beneficial Owner registration, filing of annual financial statements, etc.) can be completed entirely remotely.
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(4) |
After completing the incorporation procedures for the Poland company, client needs to open a corporate bank account and remit the share capital to that account. Kaizen can assist client to open a corporate bank account in Poland for your Poland company, including preparation and review of bank account opening documents and reservation of meeting with banker. According to the bank’s requirements, client may need to arrange the director to visit the bank physically in order to fulfil the “Know Your Client” due diligence requirements of bank. The bank has sole discretion on whether to approve the bank account opening application. Kaizen can only provide assistance and does not guarantee the application would be 100% successful. If the application is rejected, Kaizen does not bear any liability. |
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(5) |
If the Poland company needs to conduct import / export business in Poland, you need to register an Economic Operators Registration and Identification Number (EORI Number) for handling the customs clearance, customs declarations or tax refund procedures, etc. In general, EORI Number is fully valid and applicable throughout the entire European Union (EU). If your Poland company has already obtained an EORI Number in other EU country, there is no need to apply another one with Poland Customs.
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(6) |
Any Poland company must register for Value-Added Tax (VAT) if its annual sales exceed PLN240,000. The current standard VAT rate in Poland is 23% while certain goods and services can enjoy reduced VAT rate. If annual sales do not exceed PLN240,000, company can choose to voluntary register for VAT. Once registered as a VAT taxpayer, input VAT can be deducted on purchases used directly for taxable business activities.
VAT taxpayers must file VAT returns electronically every month and settle the tax payment on the 25th day of the month following each reporting period. Our fee for this service is only limited to handling the VAT registration but not include the VAT filing services.
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(1) |
If registering the Poland company with only one individual shareholder, additional around PLN2,000 social insurance per month needs to be paid to Poland Government. |
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(2) |
Under Poland Commercial Companies Code, a single-member limited liability company cannot set up another single-member limited liability company. |
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(1) |
2~3 proposed company names in English (must end with “Sp. z. o.o.”); |
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(2) |
Notarized and apostilled copy of full pages of valid passport of each individual shareholder or director; |
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(3) |
Notarized and apostilled copy of residential address proof (utility bill, bank statement or government letter issued within 3 months) of each individual shareholder or director; |
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(4) |
Notarized and apostilled copy of corporate documents (Certificate of Incorporation, Memorandum and Articles of Association, Certificate of Good Standing, directors’/shareholders’ resolution, etc.) of each corporate shareholder; |
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(5) |
Registered address and copy of leasing agreement (not necessary to provide such information if engaging our registered office service); |
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(6) |
Amount of registered capital (unless otherwise specified, PLN5,000 will be set); |
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(7) |
Business scope (primary business activities); |
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(8) |
A duly completed Overseas Company Incorporation Order Form (to be provided by Kaizen). |
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(1) |
Acceptable proof of address can be a utility bill or bank statement. Information of director/shareholder (full name and full address), document type, document issuing date and name of issuing authority must be clearly stated. |
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(2) |
The abovementioned documents must be translated into Polish by an official sworn translator. |
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(3) |
Please be informed that during the company incorporation process, Poland Authorities may request further supplementary materials from client. |
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Step |
Description |
Estimated Time (Working Day) |
|
1 |
Client confirms engagement of Kaizen for Poland company incorporation; Kaizen issues invoice to client for settlement. |
1 |
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2 |
Client emails the materials listed in Section 5 to Kaizen and at the same time settles Kaizen’s invoice. |
Client’s Schedule |
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3 |
Kaizen performs a name availability search with KRS. |
1 ~ 2 |
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4 |
Kaizen assists client to confirm the PKD Code. |
1 ~ 2 |
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5 |
Kaizen arranges the notarized and apostilled documents to be translated from English to Polish. |
3 ~ 4 |
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6 |
Kaizen applies PESEL Numbers for directors and shareholders, if required. |
5 ~ 10 |
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7 |
Kaizen applies QES for directors and shareholders, if required. |
1 ~ 3 |
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8 |
Kaizen prepares electronic incorporation documents and emails them to client for review and e-signing. |
3 ~ 5 |
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9 |
Kaizen submits the company incorporation application via S24 System to KRS and settles the government fees and PCC. |
1 ~ 2 |
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10 |
KRC performs review on the application, and issues KRS Number, NIP Number and REGON Number. |
7 ~ 10 |
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11 |
Kaizen files UBO information with CRBR. |
1 ~ 2 |
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12 |
Kaizen assists to register EORI Number, if required. |
5 ~ 10 |
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13 |
Kaizen assists to register VAT, if required. |
20 ~ 35 |
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14 |
Kaizen assists in opening a corporate bank account, if required. |
10 ~ 35 |
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TOTAL: |
2 ~ 3 months |
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(1) |
An electronic copy of KRS Extract (including the company basic information, KRS & NIP & REGON Numbers, PKD Codes, management information, ownership structure, etc.); |
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(2) |
An electronic copy of standard Articles of Association; |
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(3) |
An Official Receipt Confirmation (UPO) for CRBR UBO registration; |
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(4) |
A digital proof for PESEL Number; |
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(5) |
A Management Board Declaration; and |
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(6) |
Register of Members and Ultimate Beneficial Owner (UBO). |
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No. |
Item |
Fee (EUR) |
|
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Basic Annual Renewal Services |
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1 |
Registered agent services |
Annually |
800 |
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2 |
Registered office services |
Annually |
3,000 up |
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Accounting & Book-Keeping, Tax Declaration Services |
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3 |
Book-keeping services (50 booking vouchers or below) |
Monthly |
1,500 up |
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4 |
Annual financial statements with a complete English translation |
Annually |
7,000 up |
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5 |
Electronic financial statements submission (e-Sprawozdanie) |
Annually |
1,200 up |
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6 |
Filing annual corporate income tax return (CIT-8) |
Annually |
1,000 up |
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7 |
Filing electronic VAT report (JPK_VAT) |
Monthly |
280 up |
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8 |
Filing EU VAT report (VAT-EU), if required |
Monthly |
280 up |
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9 |
Audit for annual financial statements |
Annually |
TBA |
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10 |
Preparing Board of Management report on the business situation |
Annually |
1,160 |
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11 |
Preparing Resolution of the Shareholders Assembly |
Annually |
1,160 |
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Payroll Services |
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12 |
Establishment of personal files when employee onboarding |
Per Time Per Employee |
110 |
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13 |
Social Insurance Institution (ZUS) registration when employee onboarding |
Per Time Per Employee |
100 |
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14 |
Closing of personal files when employee resigning |
Per Time Per Employee |
80 |
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15 |
ZUS deregistration and preparation of the employment certificate when employee resigning |
Per Time Per Employee |
180 |
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16 |
Payroll accounting and personnel administration |
Monthly Per Employee |
90 up |
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17 |
Registration or deregistration in the Employee Capital Plans (PPK) |
Per Time |
100 |
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18 |
Preparing contribution settlement file for PPK |
Monthly |
110 up |
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19 |
Payroll processing of Management Board members (only applied to payroll based on resolutions adopted by the Shareholders’ Meeting) |
Monthly Per Employee |
160 up |
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20 |
Filing Form PIT-11 (annual tax return for detailing employee’s total earnings, social security contributions, and tax withholding) |
Annually Per Employee |
100 up |
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21 |
Filing Form PIT-4R (annual corporate tax return for reporting the personal income tax withholding from employees) |
Annually Per Company |
930 up |
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22 |
Filing Form IFT-1R (annual information return for detailing income and revenue earned in Poland by non-resident individual) |
Annually Per Employee |
TBA |
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23 |
Filing Form PIT-8AR (annual flat-rate income tax return) |
Annually Per Company |
930 up |
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