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Costs of Setting Up a Limited Liability Company in Poland
2025-05-19 10:44

Costs of Setting Up a Limited Liability Company (Sp. z o.o.) in Poland in 2025 – Online and Traditional Registration

A limited liability company (sp. z o.o.) is one of the most popular forms of doing business in Poland. It offers legal security, management flexibility, and favorable tax solutions. No wonder it’s highly valued by both new and experienced entrepreneurs.

This article explains the costs of establishing an LLC in Poland in 2025, including both online and traditional registration methods.

Company Registration – Available Methods and Fees

In Poland, there are two main ways to register a limited liability company:

1. Online Registration via the S24 System

This is the simplest and cheapest option. The entire process takes place online using a standard company agreement template – no notary needed.

Costs of registering an LLC via S24 in 2025:

Court registration fee (KRS): PLN 250
Publication in the Court and Commercial Gazette (MSiG): PLN 100
Stamp duty for power of attorney (if applicable): PLN 17

Advantages: quick process, low costs, no notary required
Disadvantages: limited customization of the company agreement

2. Traditional Registration via Notary

This method is recommended if you want to fully tailor the company agreement to the needs of the shareholders. It requires a visit to a notary and submitting physical documents to the registration court.

Costs of traditional LLC registration in 2025:

Notarial fee: PLN 400 – 1000 (depending on share capital value)
Court registration fee (KRS): PLN 500
Publication in MSiG: PLN 100
Stamp duty for power of attorney (if applicable): PLN 17

Advantages: full flexibility in agreement terms
Disadvantages: higher costs, longer registration time

Minimum Share Capital – How Much Do You Need?

The minimum required share capital for an LLC in Poland is PLN 5,000. It can be contributed in the form of:

Cash – mandatory for online registration
Non-cash contributions (in-kind) – e.g., equipment, vehicle, know-how (allowed in traditional method)

Tip: It is advisable to contribute more than the minimum capital to ensure financial liquidity in the early stages of operation.

Is It Worth Hiring a Law Firm to Register the Company?

If you want to save time, avoid formal errors, and stay stress-free – it is worth considering professional assistance.

Our law firm has many years of experience helping entrepreneurs set up LLCs. We offer:

Preparation of a standard or customized company agreement
Full registration documentation
Representation before the registration court
Tax and corporate advisory

If you need legal assistance, contact our office by phone: +48 690 009 732

or email us at: info@walawski.com

You can also reach us on Facebook: Our Facebook profile

Contract analysis and review – why shouldn’t they be forgotten?
2024-10-31 12:21

Contract Analysis and Review

Each contract, whether it concerns business cooperation, real estate purchase, or employment, forms the foundation of legal relations between parties. However, when receiving a contract draft prepared by the other party, we often switch off our alertness and rely on what is written. Usually, the contract is structured so that one party’s interests are more protected than the other’s. Therefore, contract analysis and review are crucial stages that allow us to avoid potential risks, secure interests, and minimize the likelihood of disputes.

What is contract analysis and review?

Contract analysis and review involve a detailed examination of the document’s content to ensure that it meets legal requirements, aligns with the client’s interests, and complies with applicable regulations. This analysis should always begin with understanding the client’s expectations regarding the contract’s content. It includes an overall assessment of the contractual provisions in terms of their effectiveness, completeness, and compliance with Polish law, as well as the identification of risks and potential consequences for the parties. It often contains suggestions for changes to specific provisions.

Why is it worth analyzing contracts?

1. Securing the client’s interests

Each provision in the contract can impact the rights and obligations of the parties. Analysis allows for identifying and eliminating provisions that may be unfavorable or overly risky for the client. It also enables the detection of vague terms and ambiguities, which could lead to differing interpretations of a given provision.

2. Protection against unfavorable provisions

Without a professional contract analysis, one may unknowingly agree to clauses that could adversely affect contract execution. This especially applies to provisions regarding liability for non-performance, contractual penalties, or damages.

3. Verification of compliance with the law

General legal provisions often impose several requirements on the parties to a contract that must be met for the contract to be valid and binding. Verifying compliance with the law prevents the conclusion of a contract that violates current regulations, which could result in the invalidity of part or all of the contract.

4. Understanding financial risk

For contracts involving finances, real estate purchases, or business cooperation, understanding potential financial consequences is crucial.

What is the process of contract review?

Initial consultations – The first step is a conversation with the client, during which the lawyer learns about the contract’s purpose, nature, and main cooperation assumptions. Based on this, key aspects for analysis are determined.
Detailed analysis of contract provisions – The lawyer examines each contract clause, identifying potential risks and checking compliance with legal regulations. The detailed analysis includes provisions regarding the subject of the contract, rights and obligations of the parties, performance deadlines, consequences of non-performance, and dispute resolution.
Identification of unfavorable clauses and proposal for changes – The lawyer checks if there are any provisions that may expose the client to financial losses or limit their rights and suggests new wording for the provisions.
Negotiation and advice – If contract renegotiation is needed, the lawyer assists the client in discussions, proposing beneficial changes.
Optional preparation of a legal opinion – Based on the analysis, the lawyer may prepare a detailed legal opinion highlighting the strengths and weaknesses of the contract, along with recommendations for modifying specific provisions.

When is it particularly worth using contract analysis?

Before signing important business contracts;
Before concluding a company agreement;
For real estate sales agreements;
For employment agreements and managerial contracts.

What does a legal opinion contain?

Legal opinions prepared by legal advisors may vary in scope depending on the nature and purpose of the contract. However, they usually include:

Review of key contract provisions
Risk assessment
Recommendations for changes
An opinion on validity and compliance with the law

Summary

Contract analysis and review allow for informed and safe conclusion of various agreements. Engaging a legal advisor enables a thorough understanding of each provision and full control over the contract’s execution and implications.

Contact

If you need legal assistance, contact our office by phone: +48 690 009 732

or email us at: info@walawski.com

You can also reach us on Facebook: Our Facebook profile

Who should implement the Whistleblower Protection Procedure
2024-10-07 09:46

Who should implement the Whistleblower Protection Procedure?

The Whistleblower Protection Act of June 14, 2024, introduces new rules for protecting individuals who report legal violations (so-called whistleblowers). These rules impose obligations on a wide range of entities, both in the public and private sectors.

Unfortunately, the legislator has not explicitly indicated the catalog of entities required to implement the procedures. Therefore, it is necessary to refer to the regulations mentioned in the various provisions of the Act, including, in particular, the Anti-Money Laundering and Terrorist Financing Act of March 1, 2018.

Below, we will discuss who is obligated to implement the procedures and outline the legal basis for the new regulations.

Legal Basis

The primary legal basis for the Whistleblower Protection Act is the Directive (EU) 2019/1937 of the European Parliament and Council of October 23, 2019, on the protection of persons who report breaches of Union law (the so-called Whistleblower Directive). The Directive aims to ensure protection for individuals reporting irregularities in various areas of EU law, such as public procurement, environmental protection, public health, consumer rights, data protection, and combating money laundering and terrorist financing.

In Poland, the implementation of this Directive occurred through the adoption of the national Whistleblower Protection Act, which came into force on September 25, 2024. Additionally, a significant complement to the provisions regarding whistleblower protection is the Anti-Money Laundering and Terrorist Financing Act of March 1, 2018. Both laws impose obligations on financial, legal, and other entities that may be witnesses or participants in reporting legal violations.

Who Does the Whistleblower Protection Act Apply To?

The Whistleblower Protection Act applies to a range of entities, including private companies, public sector units, and individuals performing regulated professions. Here’s a detailed review:

1. Private Companies

According to Article 23, paragraph 1 of the Whistleblower Protection Act, all companies employing at least 50 employees are required to implement internal procedures for receiving reports of irregularities. However, according to Article 23, paragraph 3 of the Act, the employment threshold does not apply to entities operating in particularly sensitive sectors, such as:

providing services, products, and financial markets;
counteracting money laundering and terrorist financing;
transport safety;
environmental protection;
covered by the scope of EU legal acts listed in parts I.B and II of the annex to Directive 2019/1937.

2. Public Sector Units

Article 23, paragraphs 4-5 of the Act imposes the obligation to implement procedures for reporting irregularities on all public sector units, including administrative offices, educational units, health protection units, and cultural institutions. Each public unit must designate a person responsible for receiving reports and ensure appropriate communication channels.

3. Entities Subject to AML Obligations

As previously mentioned, the list of entities that should implement whistleblower procedures is derived, among others, from the Anti-Money Laundering and Terrorist Financing Act (AML).

Certain professionals, such as notaries, lawyers, legal advisers, foreign lawyers, tax advisors, accountants (under the AML Act), as well as insurance intermediaries, currency exchange businesses, real estate brokers, postal operators, and pawnshop operators, are subject to these obligations.

Additionally, procedures should be in place for:

Foundations that receive or make cash payments equal to or exceeding the equivalent of 10,000 euros, whether the payment is a single transaction or several transactions that appear to be linked;
Legal entities that receive or make payments for goods in cash equal to or exceeding the equivalent of 10,000 euros, whether the payment is a single transaction or several transactions that appear to be linked;
Entrepreneurs who receive or make payments for goods in cash equal to or exceeding the equivalent of 10,000 euros, whether the payment is a single transaction or several transactions that appear to be linked.

The entities listed above are required to have appropriate procedures for reporting violations in their organizations, especially regarding financial or legal irregularities. The Anti-Money Laundering Act further strengthens the obligation to report violations related to financial crimes.

The catalog in the Act is much broader. If you know that you are subject to AML-related obligations, refer to the Anti-Money Laundering Act and ensure that you are not required to implement whistleblower protection procedures in your case.

4. Financial Institutions

Banks, insurance companies, and credit institutions are particularly obligated to comply with whistleblower protection regulations. The Anti-Money Laundering Act additionally imposes the obligation to report suspicions of financial crimes and protect individuals who report these violations.

Obligations Arising from the Whistleblower Protection Act

All entities subject to the Act must fulfill several obligations:

Implementation of reporting channels – legal entities must implement secure and confidential channels for reporting irregularities.
Designation of a person responsible for reports – persons responsible for receiving and considering reports must be appointed.
Protection against retaliation – whistleblowers must be protected against retaliation by the employer or entity with which there is a legal relationship for the provision of work, services, or legal functions in or on behalf of the legal entity;
Registration and reporting of reports – according to Article 17 of the Act, entities must maintain records of reports and report cases of violations.

Summary

The Whistleblower Protection Act of June 14, 2024, together with the Anti-Money Laundering Act, imposes obligations on businesses, public institutions, and professionals in so-called liberal professions or regulated professions.

If you are wondering whether you should implement procedures in your company, please contact us.

In our previous article on whistleblower protection, you will find answers to basic questions. You can find the link to the article here.

Contact

If you need legal assistance, contact our office at the phone number: +48 690 009 732

Write us an email: info@walawski.com

You can also write to us on Facebook: Our Facebook profile