Tax & Legal · Poland
Company law and corporate services in Poland
We set up Polish companies for foreign owners, register share and board changes in the KRS, and run M&A transactions, with the legal, tax and accounting work handled under one roof.
Why it needs a joined-up view
Corporate decisions in Poland carry tax and legal consequences
Forming a company, changing shareholders or a board, or buying a Polish business is rarely only a legal step. Each one can create a permanent establishment, a corporate income tax or VAT obligation, or a withholding-tax question, and the answer needs to be settled before the deed is signed. We advise foreign-owned companies where the legal and the tax side meet, so the corporate structure and its tax position hold together.
Why getsix®
One partner for the legal, tax and accounting side
Legal and tax in the same team
Company matters that trigger CIT, VAT, withholding tax or permanent-establishment questions are handled by the same firm that drafts the corporate documents, so nothing falls between two advisers.
Built for foreign-owned entities
We work almost exclusively with international clients, primarily from the DACH region, Benelux, the United Kingdom and Scandinavia, entering or operating in Poland.
Trilingual, cross-border
Documents and advice in Polish, English and German, with cross-border transactions coordinated between jurisdictions.
Part of the HLB global network
getsix® is a member of HLB, so a Polish structure connects to advisers in your home jurisdiction where a transaction reaches across borders.
How cooperation works
From scope to a company you can run
01
Scope and structure
We confirm the goal, choose the legal form, and flag the tax and permanent-establishment questions the structure raises.
02
Documents
Articles of association, resolutions, powers of attorney and, for transactions, the SPA, drafted bilingually.
03
Filing and execution
Notarisation where required, KRS registration, and NIP, REGON and VAT registration, or closing and post-deal filings.
04
Ongoing support
Corporate housekeeping, accounting and payroll, and tax filings on a retainer, so the entity stays compliant.
What we do
Three core corporate services
Company formation, ongoing corporate changes, and mergers and acquisitions, each with the tax questions checked alongside the legal work.
Company formation
Setting up a company in Poland for foreign firms
We form Polish companies, most often a limited-liability company (sp. z o.o.), for foreign owners, from the articles of association through KRS registration to tax and VAT registration, and we flag the corporate income tax and permanent-establishment questions the new operation raises.
- Sp. z o.o. formation and choice of legal form
- Articles of association, drafted bilingually
- Notarisation and KRS registration
- NIP, REGON and VAT registration
- Holding and operating-company structures
- Ready-made (shelf) companies where speed matters
Case studies
German GmbH → Polish sp. z o.o.
A German manufacturer sets up a wholly-owned Polish subsidiary. We draft the articles, handle notarisation and KRS registration, and register the company for NIP and VAT.
Alongside: we raise the CIT and permanent-establishment questions the new operation creates.
EU holding → operating structure
An EU holding company builds a Polish operating entity. We structure the share capital and governance so intercompany flows and dividends work under the applicable treaty.
Result: a structure that is clean for both corporate and withholding-tax purposes.
Foreign start-up → market entry
A Scandinavian start-up hires its first employee in Poland and needs an entity. We set up the sp. z o.o. and the employment and payroll framework in parallel.
Result: the company can employ and invoice from day one.
Corporate changes
Shares, management board and KRS
Once a company is running, ownership and governance change: shares are transferred, board members are appointed or replaced, the articles are amended. We prepare the resolutions and agreements and register each change with the National Court Register (KRS).
- Share transfers and change of shareholder (share deals)
- Appointing and removing management board members
- Amendments to the articles of association
- Capital increases and reductions
- Power of attorney (prokura) and corporate housekeeping
- KRS filings and the shareholders’ register
Case studies
Change of shareholder (share deal)
A shareholder sells its stake in a Polish company. We prepare the share transfer agreement, update the shareholders’ register and file the change with the KRS.
Alongside: we check the tax treatment of the transfer for both sides.
Change of a foreign management board
A non-resident board member is replaced. We prepare the resolutions and consents and update the KRS.
Alongside: we review the tax-residence and withholding questions the change raises.
Amendment of the articles of association
A company changes its business scope and share capital. We prepare the notarial deed and shareholders’ resolution and register the amendment.
Result: the register reflects the new structure without delay.
Mergers & acquisitions
M&A transactions in Poland
For higher-value transactions we run the Polish-law side of an acquisition end to end: legal due diligence, deal structuring, the share purchase agreement and closing, with the tax review carried out in parallel. Many of these matters reach us through referrals from foreign law firms.
- Legal due diligence on the Polish target
- Structuring: share deal or asset deal
- Share purchase agreement (SPA) and closing
- Negotiation of reps, warranties and price mechanism
- Cross-border coordination with foreign counsel
- Post-closing KRS and corporate housekeeping
Case studies
Referred by a German law firm
A cross-border transaction reached us through a German law firm. We handled the Polish-law due diligence, the SPA and closing, coordinating with the foreign counsel.
Result: a single Polish adviser for the legal and tax side of the deal.
Acquisition of a Polish company
A foreign investor acquires a Polish company. We run legal due diligence, advise on share-versus-asset structuring, and prepare the SPA and post-closing filings.
Alongside: the tax team reviews the structure before signing.
SPA negotiation and due diligence
On a mid-market deal, we conduct legal due diligence and negotiate the SPA, from reps and warranties to conditions and the price mechanism.
Result: risks identified in diligence are addressed in the contract.
Related services
Our other core services in Poland
Company formation, corporate changes and M&A rarely stand alone. The same team handles the tax questions they raise, and getsix® covers accounting, payroll and advisory for the entity you set up:
Planning a company move into Poland?
Formation, corporate changes or an acquisition, with the tax position settled before you sign.
Tell us what you are planning in Poland, a new company, a change of shareholder or board, or an acquisition, and we will set out the legal and tax steps and a scope for the work.
Frequently asked
Company law in Poland: common questions
Can a foreign company or individual own 100% of a Polish sp. z o.o.?
Yes. There are no nationality restrictions on ownership of a Polish limited-liability company; a foreign parent or individual can hold all of the shares.
How long does it take to set up a company in Poland?
The online route (S24) typically takes from about 24 hours to five business days. The traditional notarial route runs longer, roughly three to eight weeks, depending on documentation and court workload.
What is the minimum share capital?
For a sp. z o.o. the minimum share capital is PLN 5,000, with a minimum nominal value of PLN 50 per share.
Do the owners or board members have to travel to Poland?
Usually not. Incorporation and most corporate changes can be handled by power of attorney, and the online route uses a qualified electronic signature or trusted profile.
How are share transfers and board changes registered?
Through the National Court Register (KRS). We prepare the resolutions and agreements, update the shareholders’ register, and file the change so the register reflects the new position.
Do you also handle the tax side of a transaction?
Yes. Company formation, corporate changes and M&A almost always raise CIT, VAT, withholding-tax and permanent-establishment questions. Our tax team handles those alongside the legal work, in the same engagement.
