Quick answer: Polish companies typically register an Indian subsidiary — most often a Private Limited Company — in 4-6 weeks. Under the India-Poland DTAA as amended by the 2013 Protocol, withholding tax is capped at 10% on dividends and interest and 15% on royalties and fees for technical services — all below India's 20% domestic rates.
Key takeaways:
- Total registration timeline is 4-6 weeks end-to-end.
- Dividends and interest are withheld at 10% under the DTAA.
- Royalties and FTS are capped at 15% under the DTAA.
- Domestic withholding, without the treaty, is 20%.
- Polish documents need sworn English translation before MCA filing.
Company Registration for Polish Companies in India
Poland is India's largest trading and investment partner in Central and Eastern Europe, with bilateral trade reaching USD 5.72 billion in 2023 — a 192% increase over the preceding decade. In August 2024, India and Poland elevated their relationship to a Strategic Partnership, accompanied by an Action Plan for 2024-2028 that prioritizes IT, pharmaceuticals, and manufacturing investment. Indian IT companies operating in Poland employ over 10,000 people locally, and Indian investments in Poland exceed USD 3 billion.
For Polish businesses entering India, the most common structure is a Private Limited Company (wholly-owned subsidiary). Other options include a Branch Office, a Liaison Office, or a Limited Liability Partnership (LLP). Under India's FDI policy, 100% foreign direct investment is permitted under the automatic route in most sectors — no prior RBI or government approval is needed. Poland does not share a land border with India, so the additional approval requirement for bordering nations does not apply.
The Foreign Exchange Management Act (FEMA) governs all cross-border capital flows. Polish investors must comply with FEMA pricing guidelines for share allotment and file the mandatory FC-GPR form within 30 days of share issuance through the RBI's FIRMS portal.
How the India-Poland DTAA Affects Company Registration
The India-Poland Double Taxation Avoidance Agreement, signed at Warsaw on 21 June 1989 and in force since 26 October 1989 — as amended by the Protocol signed on 29 January 2013, which entered into force on 1 June 2014 and took effect in India from 1 April 2015 (CBDT Notification No. 47/2014, S.O. 2488(E), dated 24 September 2014) — directly impacts how your Indian entity is structured and taxed. Understanding these treaty provisions before incorporation helps you optimize your holding structure and reduce your effective tax rate.
Withholding Tax Rates Under the Treaty
The India-Poland DTAA sets the following caps on withholding tax:
- Dividends (Article 11): 10% of the gross amount where the Polish recipient is the beneficial owner. India's domestic rate is 20%, so the treaty roughly halves the cost of profit repatriation to Poland.
- Interest (Article 12): 10% of the gross amount. This is relevant when funding your Indian subsidiary through intercompany loans from the Polish parent. Interest beneficially owned by the government, a political sub-division or the central bank of the other state is exempt under Article 12(3).
- Royalties (Article 13): 15% of the gross amount, against a 20% domestic rate. Polish companies licensing IP to their Indian subsidiary should factor this into their transfer pricing strategy.
- Fees for Technical Services (Article 13): 15% of the gross amount. Royalties and FTS sit in the same article of this treaty, and both were cut from 22.5% to 15% by the 2013 Protocol.
Permanent Establishment Risk
Under Article 5 of the treaty, if your Indian operations create a Permanent Establishment (PE), the profits attributable to that PE are taxable in India at the foreign-company rate of 35% plus surcharge and cess — materially higher than the rate an Indian subsidiary pays. Registering a separate Indian entity — rather than operating through an employee or agent — is the cleanest way to ring-fence PE risk.
To claim reduced treaty rates, your Polish entity must obtain a valid Tax Residency Certificate (TRC) from Poland's tax authorities (Krajowa Administracja Skarbowa), plus a Form 10F declaration for the Indian tax authorities.
Document Requirements from Poland
Poland is a member of the Hague Apostille Convention, so all public documents can be apostilled rather than requiring embassy attestation. This considerably simplifies the authentication process.
Documents for the Polish Parent Company
- Board Resolution (uchwała zarządu) authorizing incorporation of the Indian subsidiary — notarized and apostilled
- Extract from the National Court Register (KRS) — apostilled copy, serving as the equivalent of a Certificate of Incorporation and Certificate of Good Standing
- Articles of Association (Umowa spółki / Statut) — apostilled copy
- Proof of registered office address of the Polish entity
- All documents in Polish must be accompanied by a sworn translation into English
Documents for Directors
- Valid Polish passport (for foreign directors) — notarized and apostilled
- Proof of residential address in Poland (bank statement or utility bill, not older than 2 months)
- Digital Signature Certificate (DSC) — mandatory for all directors signing the SPICe+ form
- Director Identification Number (DIN) — allocated automatically through SPICe+ for up to three directors
- The company must have at least one Indian resident director (someone who has stayed in India for 182+ days in the financial year, per Section 149(3) of the Companies Act 2013)
Step-by-Step Company Registration Process
India's Ministry of Corporate Affairs (MCA) uses the SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form for all company incorporations. Here is the process for a Polish company:
Step 1: Obtain Digital Signature Certificates
Every proposed director must obtain a Class 3 DSC from a licensed Indian Certifying Authority (such as eMudhra or Capricorn). For Poland-based directors, the DSC application requires a passport copy, address proof, and a video verification call. Processing takes 1-3 business days.
Step 2: Reserve the Company Name (SPICe+ Part A)
File SPICe+ Part A on the MCA portal to reserve up to two proposed company names. Names must comply with the Companies Act, 2013 naming rules and are checked against existing trademarks. Approval typically takes 1-2 business days. The reserved name is valid for 20 days.
Step 3: Prepare and Apostille Documents
While the name is being approved, prepare and apostille all Polish documents through the Legalisation Division of the Polish Ministry of Foreign Affairs, which is the competent authority for the apostille. Notarial deeds and court-issued documents must first be certified by the president of the relevant regional court (Sąd Okręgowy). Apostilles in Poland are typically issued within 3-14 working days. Send originals or apostilled copies to India for filing, along with sworn English translations.
Step 4: File SPICe+ Part B (Incorporation)
SPICe+ Part B collects company details (type, registered office, authorized capital, director information) and auto-generates linked forms: INC-33 (e-MoA), INC-34 (e-AoA), and INC-9 (declaration). All directors sign digitally with their DSCs.
Step 5: Receive Certificate of Incorporation
Upon approval, MCA issues the Certificate of Incorporation along with PAN (Permanent Account Number) and TAN (Tax Account Number) — all in a single step. Your Indian company is now legally formed.
Step 6: Post-Incorporation Compliance
Open a bank account at an Authorized Dealer (AD) bank, remit share capital from Poland, file FC-GPR with the RBI within 30 days of share allotment, and apply for GST registration if applicable. You may also need an Import Export Code (IEC) if your business involves cross-border trade.
Timeline and Costs
Timeline Breakdown
| Step | Duration |
|---|---|
| DSC for directors | 1-3 business days |
| Document apostille in Poland | 3-14 working days |
| Sworn translation of Polish documents | 2-5 business days |
| Name reservation (SPICe+ Part A) | 1-2 business days |
| Incorporation filing (SPICe+ Part B) | 3-7 business days |
| Bank account opening | 2-4 weeks |
| FC-GPR filing after capital remittance | Within 30 days |
Total end-to-end timeline: 4-6 weeks (assuming documents are prepared in advance and no sector-specific approvals are needed).
Cost Breakdown
| Item | Approximate Cost |
|---|---|
| DSC (per director) | INR 1,000 - 2,000 (~PLN 50-100) |
| MCA government filing fees | INR 2,000 - 5,000 (~PLN 100-250) |
| Stamp duty (varies by state) | INR 1,000 - 10,000 (~PLN 50-500) |
| Name reservation fee | INR 1,000 (~PLN 50) |
| Apostille fees in Poland | PLN 60 per document (~INR 1,200) |
| Sworn translation fees | PLN 200-500 per document (~INR 4,000-10,000) |
| Professional fees (CA/CS) | INR 15,000 - 50,000 (~PLN 750-2,500) |
Costs are indicative for FY 2026-27. Actual costs vary based on authorized capital, state of incorporation, and professional service scope. Read our blog post on company registration costs for foreign companies for a detailed comparison.
Common Challenges for Polish Companies
Characterising Royalty and Technical Service Payments
Royalties and fees for technical services share a single article of the India-Poland treaty and are both capped at 15% since the 2013 Protocol — better than the 20% domestic rate, but still a real cost on cross-border IP and service charges. Polish companies that plan to license technology or provide management services to their Indian subsidiary should carefully structure intercompany agreements, and consider whether particular payments are properly business profits rather than FTS.
Indian Resident Director Requirement
Every Indian company must have at least one director who has been resident in India for 182 days or more in the financial year, per Section 149(3) of the Companies Act 2013. Many Polish companies initially struggle to identify a suitable candidate. Options include hiring a local CFO or appointing a trusted Indian professional — but never a nominee director from an unverified agency. Read our guide on 50 questions foreigners ask about starting a company in India.
FEMA Compliance and Pricing
Share allotment to the Polish parent must comply with FDI pricing guidelines — shares cannot be issued below fair market value as determined by a SEBI-registered merchant banker or a chartered accountant using a recognized valuation method. Missing the FC-GPR filing deadline attracts compounding penalties under FEMA.
Language and Documentation
Polish corporate documents (KRS extracts, board resolutions, articles of association) must be accompanied by sworn translations into English before submission to MCA. Allow additional time for this step — typically 2-5 business days depending on document length and translator availability.
Transfer Pricing Documentation
If your Indian subsidiary transacts with the Polish parent (intercompany services, IP licensing, cost allocation), transfer pricing documentation is mandatory from year one. Given the 15% treaty withholding on FTS on top of Indian corporate tax, structuring arm's-length pricing correctly is critical. India's transfer pricing documentation rules require a master file, local file, and (for large groups) country-by-country reporting.
Why Choose Beacon Filing
Beacon Filing specializes in helping Polish companies navigate Indian regulatory requirements with precision. Our team handles everything from DSC procurement and apostille coordination to MCA filing and post-incorporation FEMA compliance. We understand the specific nuances of the India-Poland corridor — including the treaty withholding rates set by the 2013 Protocol and the documentation requirements unique to Polish corporate structures.
Schedule a free consultation to discuss your India entry strategy, or explore our company registration service for a complete overview of what is included.