Opening a company in Warsaw attracts more and more entrepreneurs due to the stable economy of Poland, favorable geographical location, and clear business regulations. Warsaw serves as the largest business center in the country, offering developed infrastructure, access to qualified personnel, and extensive opportunities for cooperation both locally and internationally.
However, a successful start of operations requires a clear understanding of legal requirements and the sequence of actions during registration. It is important to determine the legal form of the business in advance, prepare founding documents, choose a tax system, and complete formalities with government authorities.
This article discusses the key stages of opening a company in Warsaw: from choosing the organizational and legal form to obtaining all necessary registration numbers and permits. The material will be useful for both entrepreneurs planning to enter the Polish market and those already doing business in the EU and considering Warsaw as a new point of presence.
The type of future business, the amount of investment, and the number of partners determine whether it will be individual activity, limited liability company. or, for example, a joint-stock company. For most foreigners, the optimal solution becomes spółka z o.o., as it combines clear management rules, flexible mechanisms for the entry and exit of participants, and limited liability for the company's obligations. It is important to think in advance about the distribution of shares, the voting procedure, and the mechanism for a partner's exit, recording these provisions in the charter and, if necessary, in a separate corporate agreement.
| Form | Responsibility | Minimum capital | Flexibility of the structure |
|---|---|---|---|
| Sole proprietorship (działalność) | Unlimited | No | Low |
| Limited liability company. | Limited by contribution | 10,000 PLN | High |
| S.A. | Limited by contribution | 100,000 PLN | Very high |
When designing the structure in Warsaw, entrepreneurs increasingly consider not only legal but also tax and reputational aspects. The optimal configuration usually combines parent company (in Poland or abroad) and operational «subsidiary» in Warsaw, which simplifies attracting investors, profit distribution, and asset protection. Additionally, it is worth considering the use of holding companies for owning intellectual property and separate legal entities for risky areas of activity, to minimize the impact of potential claims or legal disputes on the main business.
At this stage, it is important not just to «gather a package of documents,» but to arrange them in such a way that the registering court has no grounds for additional requests. Key documents include the charter or founding agreement, an application in the form KRS, a resolution on the appointment of management bodies, signature samples, as well as documents confirming the right to use the legal address. Special attention should be paid to the formulations of the subject of activity and the method of representation of the company — this will determine how you will sign contracts and what types of business you can conduct without subsequent changes in the register.
| Stage | Who is responsible | Deadline |
|---|---|---|
| Preparation of the charter | Lawyer / notary | 1–3 days |
| Document signing | Company participants | On the day of registration |
| Submission to KRS | Director or representative | Online, on the day of signing |
| Court registration | National Court Register | usually 7–14 days |
After the company is entered into the KRS, the stage of interaction with National Revenue Administration. It is necessary to obtain NIP and REGON (if they are not yet available), as well as submit a notification in the form CEIDG-1 or NIP-8 (depending on the legal form). At this stage, a strategic decision is made regarding the tax regime: standard CIT, lump sum, IP Box, Estonian CIT, or combined solutions considering dividend policy and planned investments. To develop an optimal tax burden scheme and profit distribution, it makes sense to agree on the structure with the accounting department in advance and, if necessary, with a tax consultant.
| Element | Brief essence | What it affects |
|---|---|---|
| Tax system | General regime, ryczałt, Estonian CIT | Tax rate and payment procedure |
| VAT registration | VAT payer or exemption | Working with B2B and service exports |
| Bank account | PLN + multi-currency IBAN | Settlements with counterparties and banks |
Opening a current account in a Polish bank is a mandatory step for full settlements with government authorities and counterparties. Banks usually conduct a comprehensive KYC/AML check, request the charter, an extract from the KRS, beneficiary data, and a description of the business model. For non-residents, it is especially important to prepare a transparent ownership structure and document the source of funds. Many entrepreneurs choose banks that offer integration with popular accounting systems and internet banking in English to simplify daily operations and automate tax and ZUS contribution payments.
When planning a team in Warsaw, it is important to determine in advance who will be employed as a full-time employee and who will be a contractor under a civil law contract. This affects the amount of contributions to ZUS, tax burden, and flexibility in personnel management. For EU citizens, the employment process is maximally simplified, while for citizens of third countries, a work permit is required and, as a rule, a national visa or residence card. It is recommended to budget for the services of an accountant or HR consultant familiar with Polish labor law, as well as to standardize HR processes through internal regulations and document templates.
| Category | What is important to consider |
|---|---|
| Hired employees | Employment contract, ZUS, minimum wage |
| Foreign personnel | Work permit, visa type, waiting times |
| Founders | Basis for stay, participation in management, tax resident status |
In conclusion, it is worth noting that opening a company in Warsaw requires careful preparation, understanding of local legislation, and careful adherence to procedural formalities. Sequentially passing through key stages of registration—from choosing the legal form and checking the name to entering data into the register and opening a bank account—allows minimizing risks and shortening the time to launch a business.
Competent planning, consulting with specialized professionals (lawyers, accountants, tax advisors), and using official sources of information will help build a sustainable legal and financial foundation for the company's activities. With the right approach, Warsaw can become a convenient platform for the development of both local and international projects.
