A client located in Odesa approached with a request to establish a business in the Republic of Poland.
After analyzing Poland’s corporate legislation and tax regulations, the following consultation was provided:
Company Formation
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A foreign national can be the sole founder of a Polish company.
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Polish law does not require the employment of a director; instead, the company is managed by a management
board (which may consist of a single person). Board members may be non-residents, including the owner or
other designated individuals.
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The minimum share capital for a limited liability company (Sp. z o.o.) is 5,000 PLN (approx. €1,200).
Bank Account Opening
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Generally, banks require a valid international passport of the founder, an extract from the register, the
company’s articles of association, and sometimes a PESEL or NIP number.
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The process usually takes several business days.
Taxation
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The standard corporate income tax (CIT) rate is 19%.
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Companies with annual revenue below €2,000,000 may qualify for a reduced CIT rate of 9%, provided they
meet the criteria set by Polish tax law.
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Dividends are subject to personal income tax (PIT), with rates ranging from 0% to 15% depending on the applicable tax treaty.
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First, the company pays CIT; afterward, shareholders pay PIT on distributed dividends.
Remote Registration
- Company registration may be completed remotely, without physical presence in Poland.
Value-Added Tax (VAT)
- The standard VAT rate in Poland is 23%.
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For intra-EU transactions, a 0% VAT rate may apply, provided the company is registered for EU VAT and proper documentation
is maintained.
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The company must also be listed in the EU VAT register to allow business partners to verify its status.
Double Taxation Treaty
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A Double Taxation Avoidance Agreement between Ukraine and Poland helps prevent double taxation for Ukrainian residents.
Additional Considerations
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After paying taxes in Poland, Ukrainian residents may still be subject to Ukrainian personal income tax and a 1.5% military
levy, unless exempt under the Double Tax Treaty.
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FATF Compliance: Poland is not listed by FATF as a high-risk jurisdiction. According to the 2021 FATF evaluation, Poland was
found to be fully compliant with 2 and largely compliant with 21 of the 40 recommendations.
Outcome
Following the consultation, the client decided to proceed with company registration in Poland and engaged the law firm for further
legal support in business operations.