3 Things That Can Go Terribly Wrong When Setting Up a Polish LLC—And How Proper Preparation Prevents Them

Establishing a Polish LLC doesn't have to involve bureaucratic hurdles, unexpected requirements, and costly delays. Find out about the 3 common pitfalls foreign entrepreneurs face when entering the Polish market and how knowledge of local specifics and the right approach to the process helps achieve smooth company formation.

A foreign entrepreneur shared with me how his Polish business venture transformed from what should have been a straightforward process into a months-long ordeal. Despite engaging local support, he found himself struggling with unexpected in-person requirements, an improperly structured company, a registered office that didn't serve its intended purpose, and bank account opening hurdles – all issues that could have been easily avoided with proper planning. Unfortunately, this scenario repeats itself frequently among international business owners entering foreign markets.

Poland offers significant advantages for business expansion – a strategic location in Central Europe, a well-educated workforce, relatively low operational costs, and access to EU markets. However, the path to establishing a successful company here requires careful navigation of local business practices, regulatory requirements, and procedural nuances. Rushing through the process without adequate preparation can result in costly delays, unnecessary expenses, and missed business opportunities.

Based on our experience supporting foreign entrepreneurs, here are three critical mistakes to avoid when establishing a limited liability company in Poland:

1. Choosing Local Support that Doesn't Fit Your Needs

Many service providers advertise quick company registration (and/or related) services, often at attractively low prices. However, these offerings may come with significant limitations that aren't immediately apparent to foreign entrepreneurs.

In such cases it's not uncommon to see that a one-size-fits-all approach is applied to company formation and related matters, without taking the time to understand specific business model, operational needs, long-term objectives - or even personal situation and preferences which are not immaterial to the process. This can result in a company that works on paper but creates practical obstacles for your business activities.

Often the foreign entrepreneur ends up with a company which he knows very little about in terms of its structure, functioning and even not knowing how to access its documents, or at least with very little understanding of all of these matters.

The most effective local partners combine knowledge of Polish regulations with an understanding of international business practices. They should be able to bridge cultural and procedural gaps while providing guidance tailored to your specific circumstances.

"When foreign entrepreneurs select local support based solely on price or promises of speed, they often end up with partially completed solutions that create more problems than they solve. Ideally, the local partner should ask detailed questions about your business model, future plans, and operational requirements before proposing a formation strategy – not just process paperwork – but engagement should be mutual really, and also the client should be properly interested in the process and determined to understand critical aspects for its successful completion" says Damian Sawicki, attorney supporting international businesses entering the Polish market.

2. Misunderstanding the Company Establishment Process

Many entrepreneurs are attracted by the concept of "online company registration" in Poland, imagining a fully remote process completed with just a few clicks. The reality is considerably more nuanced.

While Poland does offer an online registration system called S24, it comes with significant limitations:

- it operates exclusively in Polish, creating an immediate language barrier,

- it requires users to have a qualified electronic signature or a Polish trusted profile electronic signature, which foreign entrepreneurs typically don't possess and/or are not eager to obtain due to formalities and additional costs,

- it only provides standardized templates for company documents, offering limited flexibility for customization,

- it doesn't accommodate certain business structures or arrangements that might be essential for your venture.

Whether using the S24 system or pursuing the traditional registration path through a notary, there are aspects of the process that require direct involvement - not all documents can be prepared and signed on the basis of a power of attorney or by a lawyer. Such factual engagement of the entrepreneur and potential other involved persons (e.g. members of the management board) is required.

There's also confusion about how company roles translate across different legal systems. This requires careful consideration of the company's structure from the outset. The roles of shareholders and management board members in a Polish LLC carry specific legal rights, responsibilities, and limitations that may differ significantly from similar positions in other jurisdictions. These roles need to be clearly identified and understood in advance, particularly regarding decision-making authority, representation powers, and liability issues. Without proper planning, you might establish a governance structure that doesn't align with your operational needs or creates unexpected complications.

Decisions about your company's structure are especially important because changing material elements after registration requires filing with the registry court – a process that can take weeks. This includes fundamental aspects like the registered office location, which impacts your relationships with banks and tax authorities, or representation rules for management board members.

Additionally, many foreign entrepreneurs underestimate the documentation requirements. Depending on the situation, you may need apostilled documents, certified translations, official documents concerning foreign entity information or to visit a notary to sign some papers – all of which take time to produce correctly.

The actual timeline for company formation varies significantly based on your chosen method, the complexity of your business structure, and your ability to provide required documentation promptly. What might take days under ideal circumstances can stretch into weeks or months when these factors aren't properly addressed.

3. Neglecting Post-Registration Matters

Successfully registering your company is only the first step in a longer process. Many entrepreneurs focus exclusively on completing the registration without planning for immediate or long term post-registration matters.

A proper registered office address is essential – and virtual offices often fail to meet the practical requirements needed. Banks may refuse to open accounts for companies registered at virtual office addresses, creating immediate operational challenges.

Tax matters require immediate attention. Your company must be properly notified to the tax authorities, and depending on your business activities, you may need specific tax registrations beyond the standard ones. Failing to address these requirements promptly can result in compliance issues and potential penalties.

Banking presents particular challenges for foreign owners. Opening a business account often requires in-person meetings, appropriate documentation, and sometimes multiple attempts with different institutions. This process can take significantly longer than anticipated if not properly planned.

"One of the most common oversights I see is foreign entrepreneurs assuming that company registration is the finish line, when it's actually just the starting point. Without appropriate attention to tax matters or banking arrangements, a newly formed company can quickly find itself in trouble before operations even begin," notes Damian Sawicki.

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Planning for Success

To avoid these pitfalls and aim for a smooth company formation process in Poland, consider the following approach:

1. Start with strategy, not paperwork: Before initiating any registration process, clearly define your business objectives, operational needs, growth plans in Poland and find a suitable local partner or partners.

2. Vet potential partners thoroughly: When selecting local support, look beyond promises of speed and low costs. Have meaningful conversations with potential partners about your specific needs and their approach. These initial consultations may require payment, but this investment is worthwhile – attempting to save money at this stage often leads to much higher costs later on.

3. Develop and follow a clear action plan: Once you've chosen a service provider or providers, work together to create a comprehensive roadmap. Establish clear communication channels, define responsibilities, set realistic timelines, and commit to following the agreed process. This structured approach prevents misunderstandings and keeps the formation process on track.

4. Prepare for flexible timing: Understand that you may need to be physically present in Poland at certain points in the process. Plan your visits strategically to accomplish multiple objectives, but maintain flexibility in your schedule. Court and administrative procedures often follow unpredictable timelines or require such actions that you cannot control.

5. Budget realistically: Beyond the obvious official fees, account for translation costs, legal support, banking fees, and other expenses that may not be immediately apparent. A comprehensive budget prevents unpleasant financial surprises and ensures you have the resources needed to complete the process properly.

With thorough preparation and appropriate local support, establishing your Polish limited liability company becomes not just a legal formality, but the solid foundation for your business expansion. The entrepreneurs who achieve the smoothest entry into the Polish market and the most efficient start to their operations are invariably those who invest in proper planning and execute their company formation plan methodically with qualified local support.

Resist the urge to rush the process, even when business pressures make timing seem critical. In most cases, these perceived deadlines prove arbitrary, while the consequences of hasty establishment are long-lasting. A company formed without proper attention to structural details, documentation, and post-registration requirements often lacks the essential elements needed for smooth operation, creating ongoing challenges that far outweigh any benefit gained from a slightly faster setup.

If you're planning to establish a limited liability company in Poland, you don't have to repeat the mistakes of other entrepreneurs.

Ready for the Entry into the Polish Market?

At Sawicki Legal, we guide foreign companies through the entire process of entering the Polish market, with dedication to a smooth and efficient setup process.

Ready to take the next step? Schedule a free 30-minute consultation where we will:

- assess your business needs,

- discuss an appropriate strategy for entering the Polish market,

- go through a timeline and budget estimations for the entire process.

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If you're in the early stages of planning your business in Poland, you might also find value in our guide "How to set up a company in Poland - top 3 initial considerations", which covers essential information about available business structures, the registration process, and whether you need to travel to Poland to establish your company.

A thoughtful, well-planned approach helps minimize unexpected challenges in the company formation process. Plan your success in Poland from the first step.

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