Starting a business abroad is a dream shared by many entrepreneurs who aspire to conquer new markets and experience enriching professional journeys. Poland, located in the heart of Central Europe, offers unique opportunities thanks to its dynamic economy and business-friendly environment.
In this article, we will guide you through all the necessary steps to turn your dream of becoming an expatriate entrepreneur into reality. From essential information about administrative procedures to tips for establishing yourself in the Polish market, this guide will provide you with all the keys to succeed in your entrepreneurial adventure in Poland.
Choosing the Right Legal Structure in Poland
Types of Legal Structures Available in Poland
| Structure | Min. Share Capital | Liability | Legal Personality | Main Procedures |
|---|---|---|---|---|
| Sp. z o.o. (LLC) | 5,000 PLN | Limited to contributions | Yes | Registration in the registry, mandatory articles of association |
| S.A. (Joint-stock company) | 100,000 PLN | Limited to contributions | Yes | Complex procedure, board of directors |
| Sole Proprietorship | None | Unlimited (personal) | No | Simple declaration, less formality |
| General Partnership | None | Unlimited (all partners) | Yes | Partnership agreement, registration |
Other structures:
- Limited Partnership (partnership with limited and unlimited liability partners)
- Limited Joint-Stock Partnership (min. capital 50,000 PLN, for large companies)
- Civil Partnership (spółka cywilna, no legal personality, used for small activities)
Selection Criteria for a Structure
- Required share capital amount
- Sp. z o.o.: 5,000 PLN
- S.A.: 100,000 PLN
- Sole Proprietorship / General Partnership: none
- Level of personal liability
- Sp. z o.o. and S.A.: liability limited to contributions
- Sole Proprietorship and General Partnership: unlimited liability on personal assets
- Legal and administrative requirements
- Sp. z o.o.: registration formalities, articles of association, National Court Register
- S.A.: more complex procedures, mandatory supervisory board
- Sole Proprietorship: simple procedures, few formalities
- General Partnership: partnership agreement, registration but flexible management
- Tax implications
- Sp. z o.o. and S.A.: Corporate Income Tax (CIT), dividends subject to withholding
- Sole Proprietorship: Personal Income Tax (PIT), progressive or flat rate
- Partnerships: income tax at partner level
Advantages and Disadvantages for Foreign Entrepreneurs
| Structure | Advantages | Disadvantages |
|---|---|---|
| Sp. z o.o. | Limited liability, flexibility, professional image, access for foreigners | Procedures, management costs, accounting obligations |
| S.A. | Suitable for large fundraising, potential stock exchange listing | High capital, complex management, significant costs |
| Sole Proprietorship | Quick procedures, flexible management | Unlimited personal liability, less credible for investors |
| General Partnership | Simple management, no required capital | Unlimited liability, less suitable for foreign investors |
Practical Tips for Choosing the Right Structure
- Prefer Sp. z o.o. for most commercial or industrial activities, especially with multiple partners or desire to limit liability.
- Choose a sole proprietorship if the activity is small-scale, with limited risk and no need for significant investments.
- Use S.A. for projects requiring major fundraising or stock exchange listing.
- Partnerships (general partnership, limited partnership) are suitable for collaborative activities with mutual trust, but beware of liability.
Case Studies and Anecdotes
A French entrepreneur wanting to open an IT consulting business opted for a Sp. z o.o. to reassure his Polish and international clients about the solidity of the structure, while limiting his liability. He appreciated the possibility of being the sole partner and manager, while preparing for the arrival of new partners.
A couple of expatriates started a small pastry shop as a sole proprietorship. They chose this form for the simplicity of procedures and low startup cost, but considered converting to a Sp. z o.o. as soon as their turnover increased to protect their personal assets.
A German investor, for a large-scale industrial project, founded an S.A. to facilitate fundraising from institutional investors, despite the initial administrative burden.
Key Takeaways
- The choice of structure depends on the project size, risk level, funding needs, and desired image.
- For most foreign entrepreneurs, the Sp. z o.o. represents an ideal compromise between security, flexibility, and simplicity of access to the Polish market.
Good to Know:
In Poland, a Sp. z o.o. requires a minimum share capital of 5,000 PLN, while creating a sole proprietorship does not require any funds; for practical advice, a foreign entrepreneur might consider a Sp. z o.o. to limit liability, while considering the specific tax and administrative implications of this structure. Did you know that a French entrepreneur successfully developed a thriving business in Warsaw by choosing the limited liability company structure, thus benefiting from increased flexibility and optimal protection of personal assets?
Administrative Procedures for Starting a Business in Poland
| Business Type | Liability | Minimum Share Capital | Founding Document | Registration |
|---|---|---|---|---|
| Micro-enterprise / Sole Proprietorship | Unlimited (personal) | None | Declaration (CEIDG form) | CEIDG (central registry) |
| Limited Liability Company (Sp. z o.o.) | Limited to invested capital | 5,000 PLN | Notarized mandatory | KRS (National Court Register) |
| Joint-Stock Company (S.A.) | Limited to invested capital | 100,000 PLN | Notarized mandatory | KRS |
| General Partnership (s.j.) | Unlimited and joint | None | Written contract | KRS |
| Limited Partnership | Limited/unlimited depending on partner | None | Notarized mandatory | KRS |
Key Steps for Business Creation in Poland
- Choosing the business type
- Determine the legal form suitable for the activity (micro-enterprise, Sp. z o.o., S.A., etc.).
- Check name availability and originality.
- Drafting and signing the founding document
- For companies (Sp. z o.o., S.A., limited partnership), mandatory visit to a notary to sign the articles of association.
- Define the registered office, business purpose (PKD classification), shareholders, and capital distribution.
- Opening a professional bank account
- Deposit the required minimum share capital into a Polish bank account.
- For micro-entrepreneurs, a personal account may sometimes suffice, but a dedicated account is recommended.
- Registration with authorities
- File the application with the appropriate registry:
- CEIDG for sole proprietorship.
- KRS (National Court Register) for companies.
- Provide: notarized founding document, proof of capital deposit, registration form, proof of address.
- Obtain identification numbers: NIP (tax number), REGON (statistical number).
- File the application with the appropriate registry:
- VAT and social security registration
- VAT registration if necessary based on activity and projected turnover.
- Registration with ZUS (social insurance) if employing staff.
- Obtaining specific licenses or permits
- Depending on the sector (catering, transport, regulated professions), additional authorizations may be required.
- Check sector regulations before starting the activity.
- Official publication
- Obligation to publish the company creation in the “Monitor Sądowy” (court official journal) for companies.
Documents Required for Registration
- Notarized founding document/articles of association.
- Proof of share capital deposit.
- Registration form (CEIDG or KRS).
- Founders’ identification documents.
- Proof of registered office address.
Typical Timelines per Step
- Drafting and signing articles of association: 1 to 3 days.
- Capital deposit and account opening: 2 to 5 days.
- CEIDG registration (micro-enterprise): immediate to 1 week.
- KRS registration (companies): 2 to 4 weeks (sometimes up to 2 months if application is incomplete).
- Assignment of NIP, REGON, VAT: 1 to 2 weeks after registration.
Applicable Tax Regimes
| Regime | Rate | Conditions |
|---|---|---|
| Corporate Income Tax (CIT) | 19% (standard rate) | All companies |
| Reduced CIT | 9% | Turnover < 2,000,000 EUR |
International Tax Considerations for Expatriate Entrepreneurs
The Polish tax system is known for its relatively low rates and options suitable for entrepreneurs, including expatriates. It is mainly based on three pillars: Corporate Income Tax (CIT), VAT, and Personal Income Tax (PIT).
Main Features for Foreigners:
- Option for a flat rate of 19% on business income, advantageous for high earners.
- Simplified regimes for certain activities (e.g., 12% for IT services, 8.5% for consulting).
- Taxation of worldwide income for Polish tax residents, with mechanisms to avoid double taxation.
- Social contribution reductions for new entrepreneurs and tax incentives for innovation (R&D, IP Box at 5%).
Tax Obligations for Expatriates Starting a Business:
- Corporate Income Tax (CIT):
Standard rate of 19% on net profit. Calculated on the difference between gross income (sales, services, grants, etc.) and deductible business expenses. - VAT:
Standard rate of 23%. Reduced rates of 8% and 5% for certain products and services (food, books, newspapers, etc.). Periodic declaration and payment obligations. - Personal Income Tax (PIT):
Progressive scale or flat rate option depending on status and income. Residents are taxed on their worldwide income, non-residents only on Polish income. - Social and Health Insurance Contributions:
Mandatory, with possible reductions for new entrepreneurs (“ulga na start”). Example: monthly contribution of approximately 1,008 PLN for income above 300,000 PLN.
Bilateral Tax Treaties and Double Taxation:
- Poland has signed numerous tax treaties (including with France, Germany, the United Kingdom, etc.) to avoid double taxation.
- Application of the ordinary tax credit method: deduction of taxes paid abroad up to the limit of what would have been paid in Poland.
- Treaties specify rules for tax residency and taxation of different income categories (dividends, interest, royalties, etc.).
Tax Implications for International Income:
- Entrepreneurs with income in multiple countries must:
- Determine their tax residency according to treaties.
- Apply the tax credit or exemption mechanisms provided by treaties.
- Consider the potential exit tax (19%) on latent capital gains when leaving Poland.
Strategies to Optimize International Taxation:
- Choose the most suitable tax regime (flat rate, simplified, progressive) based on income and expense structure.
- Use tax treaties to avoid double taxation.
- Take advantage of local incentives: Special Economic Zones (SEZ), R&D reductions, IP Box.
- Plan income and dividend flows to limit withholding tax.
- Properly prepare for a potential change in tax residency to minimize the impact of the exit tax.
Practical Tips for Obtaining Tax Support in Poland:
- Consult a local tax expert or a law firm specialized in international taxation.
- Inquire with foreign chambers of commerce present in Poland (e.g., French-Polish Chamber of Commerce).
- Check resources offered by Polish tax administrations and expatriate support platforms.
- Participate in events or workshops organized by incubators, business nurseries, and special economic zones.
| Main Taxes | Standard Rate | Observations |
|---|---|---|
| Corporate Income Tax (CIT) | 19% | Flat rate or progressive scale option |
| VAT | 23% (standard), 8% and 5% (reduced) | Mandatory declaration, possible refund |
| Personal Income Tax (PIT) | Progressive scale or flat rate | Residents: worldwide income, non-residents: Polish income |
| Dividend Tax | 19% | Possible EU exemption according to treaties |
| Withholding Tax (interest, royalties) | 20% | Reduction according to tax treaties |
Useful Local Resources for Expatriate Entrepreneurs:
- Chambers of Commerce (French-Polish, German-Polish…)
- Entrepreneur associations and international incubators
- Official websites of the Polish tax administration (Krajowa Administracja Skarbowa)
- Accounting and international taxation firms
Key Takeaways:
Consulting a tax advisory professional is highly recommended to secure and optimize the tax situation of an expatriate entrepreneur in Poland.
Tax treaties and local incentives offer optimization opportunities but require personalized analysis.
Good to Know:
Expatriate entrepreneurs in Poland must ensure they understand the nuances of the Polish tax system, including the taxation of business profits and VAT, while taking advantage of bilateral tax treaties to avoid double taxation; it is advisable to consult a local tax specialist to optimize one’s situation, especially if income comes from multiple countries.
Access to Funding and Support Resources in Poland
Funding Options for Expatriate Entrepreneurs in Poland
Government Grants
Smart Track (Ścieżka Smart): main Polish grant program for innovative projects, open to SMEs, entrepreneur consortia, and research centers.
- Amount: minimum 3 million PLN (~720,000 EUR), up to 50 million PLN for an SME and 150 million PLN for a consortium
- Funding: up to 80% of R&D expenses, typically 60–70% depending on size and project type
- Modules: R&D, innovation, digitalization, ecology, internationalization, etc.
- Eligible expenses: salaries, subcontracting, equipment purchases, licenses, studies, etc.
- Process: application preparation (1.5 to 2 months), selection according to annual call for projects calendar
- Criteria: innovative project, viability, impact on Polish or international market, project management capacity
Bank Loans
Major Polish banks (PKO Bank Polski, mBank, Santander Bank Polska) offer professional loans to entrepreneurs, including foreigners.
- Types: investment loans, credit lines, working capital loans
- Criteria: solid business plan, guarantees, financial history or personal contribution
- Process: opening professional account, application submission, creditworthiness analysis, decision within a few weeks
Private Investors
Business angels, venture capital funds (VC), crowdfunding platforms.
- Preferred areas: tech, biotech, renewable energy, digital services
- Process: pitch to investors, due diligence, negotiation of equity entry
- Criteria: growth potential, team, innovation, scalability
Role of Local Support Agencies and Institutions
| Structure | Main Role | Services Offered | Program Examples |
|---|---|---|---|
| Incubators | Support for business creation | Office space, mentoring, workshops, network access | Startup Hub Poland, Reaktor Warsaw |
| Business Accelerators | Acceleration of growth and preparation for fundraising | Intensive coaching, access to investors, workshops | Huge Thing, MIT Enterprise Forum |
| Chambers of Commerce | Facilitation of networking and integration | Events, legal advice, lobbying | French-Polish Chamber of Commerce |
| Expatriate Networks | Support for integration and development | Networking, experience sharing, mutual aid | RFE Poland, Francophone Network |
Concrete Examples of Successful Programs and Initiatives
- Smart Track (Ścieżka Smart): enabled many foreign startups (notably in AI and robotics) to establish their R&D in Poland with grants covering up to 80% of costs
- Startup Hub Poland: specifically supports foreign or expatriate entrepreneurs by offering market access, local investors, and experienced mentors
- Huge Thing Accelerator: hosted several international startups that raised funds from Polish VCs after the acceleration phase
- French-Polish Chamber of Commerce: offers support programs for French-speaking entrepreneurs, facilitating access to local partners and public support schemes
Eligibility Criteria and Application Process
Grants
- Legal status of the company in Poland (or project in registration process)
- Innovative project or high growth potential
- Detailed application: business plan, technical description, financing plan
- Respect for call for projects deadlines
Loans
- Proof of activity (KRS or CEIDG), business plan, financial guarantees
- Creditworthiness analysis by the bank
Private Investors
- Convincing presentation, competent team, proof of traction or concept
Support
Incubators and accelerators often provide personalized support for application preparation, fundraising, and access to local networks.
Chambers of commerce and expatriate networks provide practical advice, workshops, and networking opportunities, facilitating the integration of foreign entrepreneurs into the Polish ecosystem.
Good to Know:
In Poland, expatriate entrepreneurs can access government grants and bank loans, while institutions like the Polish Agency for Enterprise Development and chambers of commerce provide support through incubators and accelerators, with initiatives such as the “Start in Poland” program that enabled foreign startups to emerge; however, it is crucial to check the specific eligibility criteria for each funding option.
Key Takeaway: Poland offers a comprehensive range of funding and support options, open to foreign or expatriate entrepreneurs, subject to meeting criteria of innovation, viability, and local anchoring. Flagship programs like Smart Track, incubation networks, and chambers of commerce play a key role in accessing these resources.
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