To start a business in Poland, it is necessary to fulfill certain conditions, which are, still, despite many improvements in this field, quite bureaucratic, or at least time – consuming.
One of the most frequent and common questions asked by foreign investors, who want to start a business in Poland is the question about the best legal company formation for their business activity. Of course, the answer depends on the scale of business activity led, the capital that may be paid, the type of the activity, the number of associates, etc.
The most popular forms of conducting business activity designated for the largest business undertakings are: limited liability company (LLC) and joint-stock company (JSC). The Polish Code of Commercial Partnership and Companies attributes legal personality to both of them, which limits their liability only to the amount of their initial capital (with some exceptions).
One of key requirements is also PLN 5,000 contribution as initial capital for setting up a limited liability company and PLN 100,000 contribution as initial capital for setting up a joint-stock company. With regard to tax provisions both of these organizational forms are liable to Corporate Income Tax, whereas partners in partnerships are liable to personal income tax or corporate income tax (depending on the form).
Becoming a member of the European Union, Poland adapted, among other things, its trade law to the European norms. Companies with more than one territorial base generally welcome the idea of a Europe-wide company. The Act about European Company came into force in 18th, May 2005.
Limited Liability Company (selected information):
- The Articles of Association, which in respect of foreign investors must be executed in a notarized form before a notary in Poland, in presence of the translator, should stipulate:
- the business name and registered address of the company;
- the objects of the company, as specified in the Polish Classification of Activities (PKD);
- the life of the company, if established for a definite time period;
- the amount of share capital;
- the capacity (or lack thereof) for a partner to hold more than one share;
- the number and nominal value of shares subscribed for by individual partners.
- Entry in the National Court Register:
The application for entry in the Court Register should be filed by the management board. The application must be signed by all members of the management board. A limited liability company is entered into the Register of Entrepreneurs in the National Court Register.
The application should contain:
- the business name, registered office and address of the company;
- the business objectives of the company (e.g. metal goods trade); must come within the Polish Classification of Activities (PKD);
- the amount of share capital (minimum 5.000,00 PLN);
- information as to the capacity (or lack thereof) of a partner to hold more than one share;
- the first names and surnames, addresses and PESEL numbers (or the statement of the management board that they are not obligated to have them) of the management board members and the manner of representation of the company;
- the particulars of the partners (first names and surnames, PESEL numbers or the statement of the management board that they are not obligated to have them) of the company to be entered into the Register;
- the first names and surnames of the members and PESEL numbers (or the statement of the management board that they are not obligated to have them) of the supervisory board or the audit commission if such individuals are going to be appointed pursuant to the law or the Articles of Association;
- information on in-kind contributions made by partners, in the event that such are made;
- the life of the company, if established for a definite period;
- the name of the newspaper selected for publication of company announcements if specified by the Articles of Association, other than Monitor Sądowy i Gospodarczy.
The application should be filed jointly with:
- the Articles of Association;
- a representation of all members of the management board that the contributions of all partners to the share capital have been paid up in full;
- if the notary deed which includes the Articles of Association does not provide for the appointment of the members of the company’s governing bodies, proof of their appointment with details of their membership must be provided;
- a list of all partners signed by all members of the management board, including the first name and family name or the business names;
- the number and the nominal value of the shares of each partner;
- evidence of payment of fees for court registration and publication in the Court and Business Magazine (Monitor Sądowy i Gospodarczy).
It should be kept in mind that if the formation of the company is not reported to the Registry Court within six months of the date of execution of the Articles of Association, the Articles of Association will be deemed null and void.
- Bank account.
The entrepreneurs who are pursuant to the Business Activity Law are required to carry out transactions in a non-cash form and thus open a bank account.
According to the law in question, the entrepreneur should:
- make or accept payments via his or her bank account in each bank transfer made between entrepreneurs,
- if the total value of these receivables or payables in the preceding month exceeded the equivalent of €15,000.
In order to open a bank account, the entrepreneur must enter into an agreement with the bank. The banks usually require the submission of originals and copies of all documents obtained in the course of company registration.
Polish banking system is well-developed. Entrepreneurs may choose among the offers of a few dozen domestic and international banks (including e-banks). All larger banks offer e-accounts.
- Tax of goods and services (Value Added Tax – VAT).
There is also needed a VAT registration in the Tax Office. The basic tax rate is 23 percent.
- Others.
The company’s business name may be chosen freely, however, it must include the wording „spółka z ograniczoną odpowiedzialnością„; the partners are free to choose any name for the company as long as it is sufficiently distinct from the names of companies operated by other entrepreneurs.
Company bodies: the management board, the meeting of shareholders. There is no possibility to create other company bodies.
The management board shall manage the affairs of the company and represent the company.
In companies with an initial capital of more than PLN 500,000 and with more than twenty five shareholders, there shall be the supervisory board or audit commission.
The company deed could provide the existing shareholders the first right to take up new shares of the increased initial capital, in proportion to the shares held.
Aleksandra Manderla, adwokat, Kancelaria Adwokacka RBM Rusecki, Bezak, Manderla sp.k.