For business (B2B)

Legal support for UK businesses in Poland

Expanding into the Polish market is an increasingly common direction of growth for UK companies. We offer comprehensive support - from registering the business to ongoing legal and business advice in an unfamiliar legal system. Communication in Polish and English.

What we do for companies

Registration and structure

We help you choose the most suitable legal form and guide you through the whole administrative process in Poland.

  • Registration of limited liability companies (sp. z o.o.)
  • Branches of foreign companies
  • Representative offices of UK companies
  • Corporate documents

Ongoing legal support

We continuously protect your company’s interests, minimising legal risk and keeping your contracts safe.

  • Commercial and B2B contracts
  • Commercial law
  • Disputes and debt collection
  • Representation before public authorities

Employment and HR

We help you comply, as an employer, with the strict Polish employment rules.

  • Employment and B2B contracts
  • Managerial contracts
  • Legalisation of employment of foreigners
  • Employment regulations

Legal opinions on Polish law

We prepare professional opinions based on the Polish law in force, current case law and the views of legal scholars. They are particularly useful where Polish law is to be applied by a foreign authority, or where the effects of a particular institution of Polish law need to be explained before foreign offices.

Opinions in English: we prepare documents and analyses directly in English for the needs of UK courts, notaries and foreign law firms.

Who we prepare opinions for

  • Foreign courts
  • Law firms from the EU and outside the EU
  • Notaries and administrative authorities
  • Businesses operating across borders
  • Individuals involved in international disputes

Types of legal opinion

  • Pre-litigation - an assessment of chances and risks before going to court
  • Procedural - a detailed analysis of strategy and legal argument
  • Advisory - an interpretation of complex rules and obligations
  • Protective - minimising criminal and financial liability

Criminal law

Based on the Polish Criminal Code and the Code of Criminal Procedure.

  • Assessment of criminal liability and the level of risk of a penalty
  • Analysis of the evidence and preparation of a defence
  • Assessment of the grounds for detention, arrest and supervision
  • Economic and fiscal offences
  • Assessment of the possibility of conditional discontinuance of proceedings

Administrative law

Based on the Code of Administrative Procedure and specific regulations.

  • Analysis of administrative decisions
  • Assessment of an appeal or a complaint to the administrative court
  • Environmental, construction and investment matters
  • Review of the legality of actions of public authorities
  • Opinions in proceedings before inspectorates

Civil law

Based on the Civil Code and the Code of Civil Procedure.

  • Analysis of contracts and contractual liability
  • Payment and compensation claims
  • Family, property and succession matters
  • Assessment of claims and chances in litigation
  • Interpretation of contract terms and clauses

Other areas of law

We also prepare opinions in the field of:

  • Commercial law
  • Employment law
  • Tax law
  • Real estate and environmental law
  • Private international law

Choosing a structure for doing business in Poland

  • Limited liability company (sp. z o.o.) - the most common choice for foreign investors; liability is generally limited to the contribution and share capital can be as low as PLN 5,000.
  • Simple joint-stock company (P.S.A.) - a flexible form for start-ups and technology companies with nominal capital of PLN 1.
  • Partnerships - usually less suitable for an overseas investor because of partner liability.
  • Branch or representative office - available to foreign entrepreneurs on specific conditions, which since Brexit differ from those that apply to EU companies.

Because rules for UK companies differ from those for EU companies, we first check which form is permitted and sensible, including VAT registration and other tax obligations.

Registering a Polish company - the steps

  1. Choose the form and prepare the articles of association, shareholders, board and capital.
  2. Register in the National Court Register (KRS) - a limited company can be set up online (S24) on a model agreement or before a notary.
  3. Obtain NIP, REGON and register for VAT.
  4. Report the beneficial owners to the CRBR register within 7 days of registration.
  5. Open a bank account and arrange accounting and ZUS.

Documents from UK shareholders, such as Companies House extracts, usually need a sworn translation and sometimes an apostille.

Employing people in Poland

Polish employment law is more formal than English law. Employment requires a written contract, ZUS contributions and compliance with rules on notice, leave and working time. If a "B2B" or civil-law arrangement works like employment in practice, the National Labour Inspectorate may challenge it, with penalties and back-contributions. Employers with 50 or more employees need work regulations, and employee data must be handled in line with GDPR.

Commercial contracts and debt recovery

Parties can generally choose the governing law, including English law, but for a contract performed in Poland Polish law is often the more practical choice because of enforcement. Since Brexit the jurisdiction clause needs thought, as recognition of judgments between the UK and Poland now depends on international conventions. We draft contracts in Polish, English or both, stating which version prevails.

If a Polish counterparty does not pay, the tools include a payment demand, statutory late-payment interest with fixed compensation for recovery costs (the equivalent of EUR 40, 70 or 100 depending on the invoice amount), an order for payment (including the electronic procedure at the e-court in Lublin), settlement or mediation, and enforcement through a bailiff. Business claims are generally time-barred after three years, running to the end of the calendar year. Members of the management board can be personally liable if insolvency is not filed on time.

Why choose Gołębiowski Legal?

  1. Experience in working with foreign entities.
  2. Full communication in Polish and in English.
  3. Quick, practical and goal-oriented legal help.
  4. An individual approach to the specifics of each industry.

Ready to grow your business?

We will prepare an individual offer tailored to the specifics of your business.

FAQ - UK businesses in Poland

Do you help UK companies enter the Polish market?Show answer

Yes. We help you choose a structure, prepare documents, contracts and regulations, and deal with corporate, employment and contractual issues.

Do you prepare legal opinions in English?Show answer

Yes. We prepare opinions and analyses in English where the document is to be used by a foreign court, law firm, notary or authority.

Does the service include debt collection and commercial disputes?Show answer

Yes. We analyse contracts, prepare demands for payment, conduct negotiations and help with pursuing receivables and B2B disputes.

Can a UK Ltd do business in Poland without a Polish company?Show answer

It depends on the business model. Sometimes a branch or sales without a permanent presence is enough, but post-Brexit rules for UK companies differ from those for EU companies. We check the form, tax obligations and registration requirements first.

Can I choose English law in a contract with a Polish counterparty?Show answer

Generally yes. You should consider whether it is practical, because performance and enforcement take place in Poland, and how English judgments will be recognised after Brexit.