Poland has emerged as an attractive destination for technology companies, particularly for establishing R&D centres and development hubs. This comprehensive guide explores why Poland makes sense for IT businesses and walks you through the practical aspects of company registration.

Why Poland for Tech Companies?

Poland offers a compelling combination of advantages that make it particularly attractive for technology businesses. The country provides access to the EU market while maintaining relatively low operational costs. For tech companies, several factors stand out:

The Polish IT ecosystem offers exceptional value through lower employment costs compared to Western Europe, while maintaining high professional standards. Polish developers and IT specialists are known for their strong technical skills and excellent English proficiency. Moreover, the country’s liberal approach to B2B contracting arrangements provides flexibility in structuring relationships with tech professionals.

The country’s modern infrastructure, including high-speed internet coverage and modern office spaces, supports technology operations effectively. Additionally, Poland offers various incentives for IT companies, including R&D tax credits and special economic zones benefits.

Understanding Company Types

When setting up a technology company in Poland, you’ll encounter three main business structures:

1. spółka z ograniczoną odpowiedzialnością (sp. z o.o.) – Limited Liability Company
2. prosta spółka akcyjna (PSA) – Simple Joint-Stock Company
3. spółka akcyjna (SA) – Joint-Stock Company

The sp. z o.o. has become the go-to choice for many tech companies, particularly those setting up R&D offices. Its popularity stems from several practical advantages: straightforward registration process, low operational costs, and the ability to manage the company remotely through digital channels.

The PSA structure has gained traction among startups and companies planning to attract investment. It offers more flexibility in share distribution and allows shareholders to benefit from both dividends and capital gains. This structure particularly suits companies planning future funding rounds or considering employee stock option plans.

While the traditional joint-stock company (SA) offers certain advantages for larger operations, its higher capital requirements (100,000 PLN) and more complex governance requirements make it less suitable for most tech companies starting their Polish operations.

Registration Process: Digital vs Traditional

Let’s focus on establishing a sp. z o.o., as it’s the most practical choice for R&D offices and tech operations. You have two registration paths: the digital S24 system or the traditional notary-based process.

Digital Registration (S24)

The S24 system offers a streamlined, fully digital registration process, but comes with specific requirements:

All shareholders and directors must have:

1. PESEL (Polish national identification number)
2. Profil Zaufany (trusted profile for digital signatures)

Key considerations:

1. The entire company documentation exists in digital format
2. You’ll use a standardized articles of association template
3. Future changes to company documents remain digital
4. Registration typically completes within 24-48 hours

This option works well for straightforward setups where you don’t need complex shareholder arrangements or specific governance structures.

Traditional Notary Registration

This path offers more flexibility but requires more paperwork:

Advantages:

1. Shareholders don’t need PESEL or Profil Zaufany
2. Customizable articles of association
3. Suitable for complex shareholder arrangements
4. Better for investment-ready structures

Requirements:

1. Directors still need PESEL and Profil Zaufany
2. Physical presence for document signing
3. Notary involvement for major changes
4. Longer registration timeline (typically 2-3 weeks)

Making the Right Choice

For most tech companies, the decision between S24 and traditional registration depends on your specific needs:

Choose S24 if:

1. You need quick setup
2. Standard corporate governance suffices
3. All parties have Polish documentation
4. You don’t anticipate complex investor arrangements

Choose traditional registration if:

1. You need custom shareholder arrangements
2. You’re planning investment rounds
3. You have international shareholders
4. You require specific governance structures

Detailed Registration Process

The registration process differs significantly between the S24 digital system and the traditional notary path. Let’s examine each step in detail to help you understand what to expect.

Traditional Notary Registration Process

1. Preparation Phase First, we prepare the articles of association (statut), carefully considering your company’s specific needs. This includes determining:
   • Company name
   • Business activities (PKD codes)
   • Management structure
   • Legal Address
   • Decision-making procedures
   • Shareholder rights and obligations
2. Notary Meeting. Meeting Shareholders must either attend the notary meeting in person or authorize a representative through a power of attorney. This is a crucial step as it involves the official notarization of your company’s articles of association.
3. Document Preparation. Several essential documents need to be prepared:
   • Declaration regarding foreign ownership (required if non-Polish citizens own more than 50% of shares)
   • Management board members’ consent to appointment
   • Service address declarations
   • List of persons authorized to represent the company
   • Share capital contribution confirmation
   • Shareholders’ list
   • Sole shareholder declaration (if applicable)
4. Registration Submission. The process continues through the Portal Rejestrów Sądowych:
   • Create an account on the portal
   • Complete the registration form
   • Upload supporting documents
   • Note: The notarized articles of association aren’t uploaded directly – instead, you’ll provide the notary’s Crewan number
5. Physical Document Submission. All documents (except the articles of association) must be sent via regular mail to the registration court.

S24 Digital Registration Process

1. Initial Setup. The process begins on the S24 platform where you’ll determine among other issues:
   • Company name
   • Share capital amount
   • Share distribution
   • Legal Address
   • Director’s authority structure (joint or individual representation)
2. Document Generation The system helps you prepare:
   • Standard articles of association
   • Electronic versions of all required declarations
   • Shareholders’ list
   • Share capital confirmation
3. Digital Submission All documents are prepared and submitted electronically through the S24 platform. The company director signs everything using their Profil Zaufany.

Post-Registration Requirements

Regardless of the registration method chosen, several crucial steps follow company registration:

1. Beneficial Ownership Registration. Within 7 days of registration, you must submit information about beneficial owners (those holding 25% or more ownership) to the CRBR register.
2. Essential Setup Steps
   • Opening a corporate bank account
   • Filing PCC-3 tax declaration (for S24 registrations only)
   • Securing office space and signing lease agreements
   • Engaging an accountant
   • Submitting NIP-8 forms
   • VAT registration
3. Tax and Accounting Setup Your company needs to establish:
   • Accounting systems
   • VAT compliance procedures
   • Employee/contractor payment systems

Timeline and Costs

The registration timeline varies significantly between methods:

• S24 Digital Registration: Typically 24-48 hours after submission
• Traditional Notary Registration: Usually 2 weeks from initial preparation to final registration

Professional Support

The registration process, while structured, involves numerous technical steps and legal requirements. Wolja Digital specializes in guiding technology companies through this process, ensuring:

• Proper document preparation
• Compliance with all legal requirements
• Efficient registration process
• Complete post-registration setup

We can assist with choosing the optimal registration path and handle all aspects of the setup process, from initial documentation to post-registration requirements.

Contact Wolja Digital to discuss how we can help establish your technology company in Poland efficiently and in compliance with all legal requirements.we can help structure your Polish technology operation?