Сompany Registration in Poland

Business forms to register a company in Poland

Individual entrepreneurial activity – Jednoosobowa dzialalność gospodarcza

Individual entrepreneurial activity – activity aimed at generating income, carried out personally, not depending on the result obtained, is carried out in an organized manner and on a permanent basis, the receipt of income from which is not related to labour contracts (umowy o pracę, o dzieło, zlecenia, najmu) or with the sale of copyright rights. An activity is considered organized and permanent when the work performed is not random in nature and is carried out according to prior agreement. Also, from the point of view of Polish law, individual entrepreneurial activity does not have to bring income – just a declaration that the intention is receiving it.

Benefits of doing business as a jednoosobowa działalność gospodarcza (individual entrepreneur):

• Low cost of registration
• Simplified form of accounting and reports
• Tax is paid on the income of individuals – 18%
• There is a grace period of 2 years for paying reduced ZUS contributions (insurance and pension contributions)
• You can suspend activities and not pay taxes for a period of 30 days to 24 months

Every individual entrepreneur in Poland is obliged to conduct accounting. The accounting report includes such actions as keeping a book of income and expenses (KPiR), accounting for the mileage of motor vehicles, calculation of income tax amounts, preparation and submission of VAT declarations. Also, an important point is the storage of documentation.

A sole proprietor in Poland must store every issued invoice (invoice), documents of crediting funds, confirmation payment (applies to paid ZUS amounts), all documents related to fiscal cash register (cash register) – checks, daily reports, as well as no income or expenses.

Limited Liability Company (OOO) – Spółka z ograniczoną odpowiedzialnością

Basic information:

• Share capital of at least 5,000 ZŁ (about 1,000 euros)
• Founding a company can be one or more individuals and legal entities
• Creation of the charter of the company in the form of a notarial deed
• Subject to corporate tax of 19% (excluding all expenses)
• Co-owners can perform the duties of members of the company’s board
• Co-founders are not responsible for the company’s obligations
• LLC is responsible for the obligations with all its property

Joint stock company (AO) – Spółka Akcyjna

Basic information:

• Share capital of at least 100,000 ZŁ (about 20,000 euros)
• AO can be founded by one or more persons
• Subject to corporate tax of 19% (excluding all expenses)
• AO business form is suitable for medium and larger enterprises
• The joint-stock company is responsible for its obligations with all your property
• Shareholders are not liable for the obligations of the joint-stock company with personal property, liability is limited to the capital contributed to the JSC

Limited – joint-stock company – Spółka komandytowo – akcyjna

Basic information:

• Share capital of at least 50,000 ZŁ (approx. EUR 10,000)
• The charter of the company is drawn up in the form of a notarial deed
• The company is suitable for running large enterprises, in the name the company must have the name of one of the owners
• The company does not have a legal status, but has the right to acquire property rights in your name, take on obligations
• Subject to 18% personal tax or legal entities in the amount of 19%
• In the company, one of the co-owners, the second co-owner (shareholder) is not liable for debts companies

Limited company – Spółka komandytowa

Basic information:

• No authorized capital required
• The charter is drawn up in the form of a notarial deed
• A company can be founded by at least two physical or legal persons
• Intended for conducting business activities in own company, the name of the company must contain the name of one from owners
• The company does not have a legal status, but has the right to acquire property rights in your name, assume obligations
• Subject to 18% tax for individuals or legal persons in the amount of 19%
• In the company, for the obligations of the company, one of the co-owners, the second co-owner’s liability is limited contributed by the limited amount contributed to the company

Subsidiaries of a foreign company

According to the regulations contained in the law “On economic activities” dated November 19, 1999, foreign enterprises may open subsidiaries and representative offices in Poland. For this, you don’t need to receive no permits, except for the presence of a certificate of compliance with the principle reciprocity issued by the respective consulate.

Branch

Foreign enterprises can open their branches in Poland on the basis of mutuality and for conducting business activities only within the framework of your business goals. A foreign entity, creating its own branch, is obliged to appoint in this branch a person authorized to represent this entity. The branch can start working only after it is included in the National personal register.

According to the Polish legislation on accounting, branches must keep separate accounting records in Poland. Other regulations determine that branches must notify the Polish Minister of Economy and Labor on the following:

• In the event of the commencement of the procedure for the liquidation of a foreign entity, which opened its branch in Poland
• In case of loss by a foreign entity of the right to maintain its own entrepreneurial activity
• In case of loss by a foreign entity of the right to dispose of its assets

The branch must use the name of the parent company in the language country of its registration, as well as indicate your legal entity, in translation into Polish and with the addition of the words: “branch (branch) in Poland”.

Representation

Foreign companies can open their representative offices in Poland only for the development and advertising of their own activities. To open Representatives need to be registered in the Register of Representatives foreign enterprises under the Ministry of Economy and Labor of Poland, which is made on the basis of an application from an interested foreign company.

The application must be made in Polish and contain the following information:

• Name, place of registration and legal entity of a foreign  company opening its representative office
• Share capital of a foreign company opening its own representation
• Type of business activity of a foreign company, opening its representative office
• Name and Polish address of the person authorized by the represent a foreign company

The following documents must be attached to this application:

• An act on the formation (agreement on a partnership, charter of a joint-stock company) of a foreign enterprise
• A copy of the entry in the commercial register or its equivalent
• Decision of a foreign company on the formation of its representative business in Poland
• Decision of a foreign enterprise on the size of the contributed shares, if any

The applications listed above, compiled in a foreign language, must be accompanied by certified translations into Polish.

Representatives must use the name of the parent company in the language of the country of its registration, as well as indicate your legal entity in translation into Polish and with the addition of the words: “representation in Poland”.

As in the case of branches, representative offices must be located in Poland separate accounting reports, comply with the norms of Polish accounting and notify the Polish Minister of Economy, Labor and Social Policy:

• On the elimination of the violation of the right to freedom of movement in P- about the beginning or completion of the procedure for the liquidation of a foreign entity, opened its representative office in Poland;
• About the loss by a foreign entity of the right to maintain its own entrepreneurial activity;
• About the loss by a foreign entity of the right to dispose of its assets, as well as any changes relating to the information contained in the application for the registration of a representative office and the amount of the contributed capital.

Documents that you receive after registering a company in Poland

1. Charter sp. z o.o. in the form of a notarial deed (if the opening was not throughInternet, and through a notary)

2. Homep KRS (Krajowy Rejestr Sadowy)
   If the company has been assigned a KRS number, then it is registered. There are no supporting documents or evidence on special forms.

3. Number REGON (Rejestr Gospodarki Narodowe)

After the company is registered in Krajowy Rejestr Sądowy, it is necessary to be included in the Register of National Economy (Rejestr Gospodarki Narodowe) and get a REGON number. This is necessary for statistics, respectively the register is maintained by the Main Statistical Office (Główny Urząd Statystyczny – GUS).

4. NIP (Numer identyfikacji podatkowej)

NIP – taxpayer identification number – obtained from the tax office (Urzad Skarbowy).