How to establish a company in Poland?

Before commencing business activity, you should analyse:

What do you want to do? What is your idea for a business activity?
What is the competition in a chosen industry?
How are you going to finance the first stage of business activity?
The best way is to prepare a simplified business plan for yourself, in which you can estimate the costs and anticipated profits.

Legislation for an entrepreneur
The regulations on carrying out business activity are set forth in the Freedom of Conducting Business Activity Act of 2 July 2004 (Journal of Laws 04.173.1807). The text of this Act, as well as other legal documents concerning entrepreneurs can be found on the Ministry of Economy webpage:
http://www.mg.gov.pl/Przedsiebiorcy/Prawo/

According to this Act, business activity means the profit-oriented business of manufacturing, construction, trading, providing service and searching, identifying and extracting minerals from deposits, as well as professional activity performed in an organised and continuous manner.

The provisions of the Act do not apply to manufacturing activity in agriculture in the scope of farming, animal breeding, gardening, vegetable growing, forestry and inland fishing, as well as offering rooms for rent by farmers, selling home-made meals and providing other services in farms, connected with tourist stay.

An entrepreneur as defined by the Act is a natural person, legal person and an organisational unit which is not a legal person and which is granted legal capacity under a separate act - carrying out, on its own behalf, a business activity. Partners of a civil law partnership, in the scope of their business activity, are also considered entrepreneurs.

According to a new definition of business activity included in the Personal Income Tax Act, binding since 1 January 2007, the following do not constitute a business activity (the conditions below have to be met altogether):
- business activity conducted personally, where an ordering party is liable towards third parties for such an activity,
- business activity is conducted under the supervision, and in the place and time specified by an ordering party,
- a person carrying out these activities does not bear any economic risk connected with the conducted activity.

Tab. 2. The division of companies into micro, small and medium


For an entrepreneur to be considered micro, small or medium, the employment condition, together with the condition regarding turnovers or the total assets in a balance, must be met.

An entrepreneur is not considered a micro, small or middle entrepreneur, if other entrepreneurs, State Treasury and territorial government units are the owners, in this entrepreneur’s company, of:
- 25% and more of contributions or shares,
- the right to 25% and greater share in the profit,
- 25% and more votes at the general meeting, general meeting of shareholders or a general meeting of a cooperative.

The above definitions enable to appropriately define entrepreneurs when giving public assistance.

Regulations concerning foreigners
Freedom of Conducting Business Activity Act (art. 13) stipulates that foreign persons from the Member States of the European Union, countries of the European Economic Area which do not belong to the EU and countries not being the parties to the agreement on European Economic Area, which may benefit from the freedom of conducting business activity on the basis of agreements concluded by these countries with the EU and its member states, may establish and carry out business activity on the same conditions as the citizens of Poland.

Foreigners, citizens of countries other that the ones mentioned above, who:


1. possess, in the Republic of Poland:
a) a permit to reside,
b) a residence permit for the long-term resident of the European Communities,
c) permit to stay for a specified period of time, granted in connection with the circumstances mentioned in art. 53 section 1 p. 7. 13 and 14 of the Foreigners Act from 12 June 2003,
d) permit for tolerated stay,
e) refugee status,
2. enjoy temporal protection in Poland;
3. are family members in the meaning of art. 2 p. 4 of the Act from 14 July 2006 on Entering the Republic of Poland, staying in and leaving its territory by the citizens of EU member states and members of their families (Journal of Laws No. 144, item 1043), who join the citizens of countries mentioned in sec. 1, or stay with them.


- may establish and conduct business activity in the territory of the Republic of Poland on the same conditions as the citizens of Poland.

Other foreigners have the right to establish and conduct business activity only as the following company types: a limited partnership, limited-joint stock partnership, limited liability company and joint-stock company. They may also join such companies and take up or purchase their shares, unless international agreements provide otherwise.


Foreigner entrepreneurs may, subject to the principle of reciprocity, as long as ratified international agreements do not provide otherwise, establish branches seated in Poland which shall carry out business activity only in the scope of the objects of a foreign entrepreneur’s business, and after having registering in the Register of Entrepreneurs.


Foreign entrepreneurs may also establish representative offices in Poland. The scope of activity of such representative offices may include only advertising and promotional activities concerning a foreign entrepreneur. Establishing a representative office requires registering in the register of foreign entrepreneurs’ representative offices, kept by an appropriate minister of economy .

Legal forms of conducting business activity
Before commencing business activity, we should choose its legal form. Depending on the choice, you can establish one of the following forms of business activity:

as a commercial company, European company or non-governmental organisation, after having registered in the Registry of Entrepreneurs in the National Court Register;
As a natural person, after registering in the Business Activity Records.

A. Register of Entrepreneurs within the National Court Register

Subject to the National Court Register Act of 20 August 1997 (KRS - Journal of Laws 01.17.209), the following subjects are required to register in the Registry of Entrepreneurs:
- commercial companies,
- European economic interest groupings,
- European companies,
- cooperatives,
- European cooperatives,
- national enterprises
- research and development units,
- Entrepreneurs specified in the regulations on the rules of carrying out, in the Republic of Poland, business activity in the scope of small-scale production by foreign legal and natural persons, hereinafter referred to as “foreign entrepreneurs”,
- mutual insurance companies,
- other legal persons, provided they conduct business activity and are subject to registration in the Registry,
- offices of foreign manufacturers conducting business in the Republic of Poland,
- main offices of foreign insurance companies.

Commercial companies

Commercial companies operate on the basis of the provisions of the Commercial Code (Journal of Laws, 00.94.1037). They are divided into partnerships and capital companies. Only a capital company has legal personality.


PARTNERSHIPS

Registered partnership
Registered partnership is a partnership, which conducts business activity under its own name, and is not another commercial company. Each partner is responsible for a company’s liabilities with all their property, jointly and severally with the other partners and the company.

Professional partnership
A professional partnership is a partnership formed by partners with the aim of performing a freelance profession in a company, which conducts business under its own name. This company may be set up in order to perform more than one freelance profession, unless a separate act provides otherwise. Partners to the company may be persons authorised to perform the following professions: counsel, pharmacist, architect, construction engineering, expert auditor, insurance broker, tax consultant, securities broker, investment consultant, accountant, doctor, dentist, veterinary surgeon, notary public, nurse, midwife, attorney-at-law, patent agent, property expert and sworn translator.
Limited partnership
A limited partnership is a partnership which aim is to conduct business activity under its own name, where at least one partner (full partner) is responsible, without limitations, for the company’s liabilities towards creditors, and the responsibility of at least one partner (limited partner) is limited.
Limited joint-stock partnership
A limited joint-stock partnership is a partnership which aim is to conduct business activity under its own name, where at least one partner (full partner) is responsible, without limitations, for the company’s liabilities towards creditors, and at least one partner is a shareholder. The initial capital of a limited joint-stock partnership should amount to at least PLN 50,000.
CAPITAL COMPANIES

Limited liability company
A limited liability company may be formed by one or more persons, and may conduct business activity of any purpose which is legally permissible, unless otherwise provided by the law. Partners are not responsible for a company’s liabilities. The initial capital of a company should amount to at least PLN 50,000.
Joint-stock company
A joint-stock company may be set up by one or more persons. It cannot be set up only by a single-member, limited liability company. The initial capital of a company should amount to at least PLN 500,000.

All commercial companies are formed in the moment of their registering in the National Court Register. Only a limited liability company and joint-stock company may operate, for some time, without such registration, but on the basis of an agreement or statutes. Special forms are used for applying for such registration. They are specified in the regulation of the Minister of Justice. The forms are also available on the webpage of the Ministry of Justice www.ms.gov.pl and in registration courts.


Court fees connected with forming companies are:
- PLN 750 for partnerships /PLN 1000 for capital companies
- 500 PLN for the announcement in the Court Gazette (Monitor Sądowy).

A registration court issues a decision on registering a company in the register, within 14 days from the day of submitting an application.

The relevant court for the city of Wrocław is:

VI Commercial Division of the National Court Register
269 Grabiszyńska Street, 53 - 234 Wrocław
tel. 071 334 82 10, 071 334 82 42

Documents required for registering a commercial company:
- an application with appendixes submitted on a form specified in the regulation of the Minister of Justice from 21 December 2000 on specifying official forms of applications for registering in the National Court Register.
http://www.ms.gov.pl/krs/krs.shtml)

European company
Polish entrepreneurs have been able to establish
European companies since Poland joined the EU. It is regulated by the regulation of the Council (EC) 2157/2001 of 8 October 2001 on the statutes of an European company (Journal of Laws EC L 294/1). Such a company is of supranational nature.

A European company may be established by:
- merging at least two national joint-stock companies,
- setting up a holding by at least two national joint-stock companies and/or limited liability companies,
- establishing a daughter company by at least two companies, defined by art. 48 section 2 of the EC Treaty, or by national legal persons of private or public law,
- transforming a national joint-stock company into a European company,

Minimum initial capital of a European company should amount to at least EUR 120,000.


B. Business Activity Records

Natural persons establishing their own company (including partners in a civil law partnership) have to register in the Business Activity Records. The Register is kept by a district relevant to the entrepreneur’s place of residence (permanent).

The citizens of Poland, European Union, countries of the European Economic Area which do not belong to the EU, and countries which are not parties to the agreement on the European Economic Area, who commence a business activity in Poland, and permanently reside in another EU country, should register a business entity in a district which is the main place for carrying out this activity in Poland.


Registration is open - everybody can access its data and view registration documents of an entrepreneur which is in the Register.
A registration body issues a decision on registering, which includes:


1)the name of an entrepreneur and its PESEL number (Personal ID number), if they have one;
2) NIP number (Tax Identification number), if they have one;
3) place of residence and delivery address of an entrepreneur, address of a business activity, and if the address of conducting the business activity is different than this of the place of residence - the address of the main place where the business activity is carried out, and the address of a branch, if such exists;
4) specification of a business activity objects, according to the Polish Classification of Activities (PKD);
5) caution on the implications of failing to disclose in the register of the changes specified in art. 139 § 3 of the Act of 17 November 1964. - Civil Procedure Code (Journal of Laws No. 43, item 296, as amended).


Tab. 3 The comparison of legal forms of conducting business activity


Procedures, i.e. establishing your company step by step
The procedures below concern registering a company by natural persons.

Step one: COMMUNE OFFICE
Submitting an application for registering a company in the Business Activity Records.
Required documents: ID; fee: PLN 100.
The application for registering in the Business Activity Records in Wrocław district is available on the webpage of the Municipality of Wrocław.
http://www.wroclaw.pl/m3492/p5303.aspx

You can register at the following address:
Municipality of Wrocław
Citizen Affairs Division
Business Affairs Registry Office
1/8 Nowy Targ Square, room 20 (ground floor) - Wrocław
Tel. + 48 71 777 70 13, 777 70 36

An entrepreneur who is establishing a business activity, may submit, together with the application for registering in the Register, an application containing the following request: registering in the National Official Register of Business Entities (REGON), submitting an application for assigning of revising NIP number; registering in ZUS (Social Insurance Institution).
If you decide to submit applications in separate offices on your own, you have to visit, in the following order: Statistical Office, Tax Office and Social Security Institution.

Step two: STATISTICAL OFFICE
You have to submit the RG-1 application for registering in the National Official Register of Business Entities (assigning the REGON number).
Required documents: ID, certification of registration in the Business Activity Records (a copy, original available for inspection) No fees.
The application for assigning a REGON number is available on the webpage of the Statistical Office:
http://www.stat.gov.pl/bip/regon_PLK_HTML.htm

You can register at the following address:
Statistical Office in Wrocław
31 Oławska Street - Wrocław
tel. 071 371 63 00

Step three: TAX OFFICE
Register the commencement of business activity in a Tax Office relevant to the official seat of an economic entity.
When registering, you have to choose a form of taxation and decide about VAT registration. You also have to inform the Tax Office about a company bank account.
Required documents: ID, legal title to premises of a company’s official seat, certification of registering in the Business Activity Records, certificate of assigning the REGON number (copies, originals available for inspection).
Fee: PLN 170, if you decide to be a VAT payer.
Taxation Forms are available on the webpage of the Tax Chamber in Wrocław: www.is.wroc.pl

I Tax Office in Wrocław, 34 Father Czesław Klimas Street
tel. 071 795 05 00
Wrocław Śródmieście Tax Office, 1/3/5 Solidarności sq.
tel. 071 371 41 67
Wrocław Stare Miasto Tax Office 4 Inowrocławska Street
tel. 071 786 67 00
Wrocław Psie Pole Tax Office 33 Trzebnicka Street
tel. 071 326 52 00
Wrocław Krzyki Tax Office, 100 Sztabowa Street
tel. 071 373 27 22
Wrocław Fabryczna Krzyki Tax Office, 5 Ostrowskiego Street
tel. 071 797 73 00

Step four: SOCIAL INSURANCE INSTITUTION
Registering for compulsory insurance in Social Insurance Institution, relevant for the official seat of a business entity.
Required documents: ID, certification of registration in the Business Activity Records, certification of assigning a REGON number, bank account agreement (copies, originals available for inspection). No fees.
The forms are available in the webpage www.zus.pl

ZUS, Office in Wrocław, 11 Pretficza Street, tel. 071 360 60 00
Municipal Inspectorate I, 4/6 Reymonta Street, tel. 071 360 68 00
Municipal Inspectorate II, 36 Litomska Street, tel. 071 360 66 00

Stage five: COMPANY BANK ACCOUNT, SEAL
According to the Freedom of Conducting Business Activity Act, making or accepting payments connected with conducted business activity is carried out via a bank account of an entrepreneur, every time when: another entrepreneur is a party to a transaction from which a payment results, and a single value of a transaction, regardless of the number of payments included, exceeds the equivalent of €15.000 converted into Polish zlotys according to the average currency rate published by the National Bank of Poland on the last day of a month prior to the month in which the transaction was made.


Required documents (bank): ID, certification of registration in the Business Activity Records, certification of assigning NIP and REGON numbers, and in some banks, also a company’s seal. Fees: On average, PLN 20 a month, depending on a bank.

There is no legal obligation to possess a company’s seal, but in practice, many offices requires it. The seal should include the following data: full company name, address, NIP and REGON numbers. Cost: about PLN 50.

Step six: NATIONAL LABOUR INSPECTORATE AND SANITARY AND EPIDEMIOLOGICAL STATION
If an entrepreneur is an employer, he has to inform the National Labour Inspectorate (PIP) and Sanitary and Epidemiological Station, in writing, about the place, type and scope of a conducted business activity, within 30 days from the day of commencing a business activity. No fees. Forms are available on the institution’s webpages.

National Labour Inspectorate in Wrocław
22 Zielonego Dębu Street
tel. + 48 71 371 04 31
www.wroclaw.oip.pl; www.pip.gov.pl

Provincial Sanitary And Epidemiological Station in Wrocław
73/77 Maria Skłodowska-Curie Street
tel. 071 328 30 41 (to 49), fax 071 328 35 92
www.sanepid.wroc.pl

Step seven: CONCESSIONS, REGULATED ACTIVITY, LICENCES
Business areas where a concession is required


1. searching or identifying mineral deposits, extracting minerals from deposits, non-tank storage of substances and storing waste in rock masses, including underground mine excavations.
2. manufacturing and trading explosives, weapons and ammunition, as well as goods and technology intended for military or police use;
3. manufacturing, processing, storing, transferring, distributing and trading fuels and energy;
4. protection of persons and property;
5. broadcasting radio and television programmes;
6. airplane transport.

Granting, refusal to grant, changing or withdrawing a concession, or limiting its scope lies with a minister relevant with regard to the object of business activity which requires a licence. The provisions of separate acts may include exceptions - for example, concessions for broadcasting radio and television programmes are granted by the chairman of the National Broadcasting Council.

Fields included in regulated business activities


1. Production and bottling of wine, spirits; production, purification, contamination, dehydration of ethyl alcohol;
2. storing employers’ personal and remuneration documentation, which requires temporary storage;
3. detective services;
4. organisation of horse races;
5. conducting: individual medical practice, individual specialist medical practice, group medical practice, education services, and postgraduate education services for doctors and dentists;
6. conducting: individual practice of nurses, midwives, individual specialist practice of nurses, midwives or group practice of nurses, midwives, as well as postgraduate educational services for nurses and midwives;
7. packaging and trading of pesticides;
8. trade of planting material;
9. production and storage of biocomponents;
10. running a driving school, psychology laboratory for instructors, examiners and drivers. Organising supplementary courses for drivers transporting dangerous goods;
11. postal services which do not require a permit;
12. running a motor vehicle control station;
13. organising professional sports competitions;
14. telecommunications activity;
15. organisation of tourist events and acting as customers’ agent for entering into tourist services contracts (not for the benefit of tourist organisers which are on an appropriate list); provision of tourist services, including: hunting trips organised for foreigners in the Republic of Poland, hunting trips abroad;
16. running a currency exchange bureau;
17. running a storage company (storage house)

Business areas where a licence is required

1. real estate management, real estate agent;
2. providing road transport; providing railway transport of persons or goods, and providing traction vehicles;
3. running an employment agency, temporary employment agency, training institution for the unemployed which organises trainings funded from public resources.
Performing some professions, such as, for example: counsel, attorney at law, expert auditor, tax consultant and bookkeeping services requires registration on the list of subjects which are entitled to perform a given profession.

Permits issued at the Municipality of Wrocław
for the sale of spirits - forms and information about fees are available on the webpage: http://www.wroclaw.pl/p/1059/
Organisation and Legal Division, Legal Section - Permits
4 G. Zapolskiej Street, 2nd floor, rooms 216-217
tel. 071 777 76 77, 071 777 78 64.
for providing road transport - information on the webpage: http://www.wroclaw.pl/p/3818/
Citizen Affairs Division, Department of Road Transport, Driver Training and Vehicles Technical Inspection Section
4 G. Zapolskiej Street, 2nd floor, rooms 201-205
tel. 071 777 76 03, 071 777 77 35.
Business activity taxation
Personal income tax
PIT according to the Personal Income Tax Act (Journal of Laws 00.14.176). Personal income tax of a person, who independently carries out business activity, is settled in an office relevant to the taxpayer’s place of residence.

A taxpayer who carries out business activity, or intends to commence the same, has to choose a taxation method, if tax regulations allow such choice.

In case of natural persons, the following taxation methods are possible:

a) under general rules
- according to tax scale
- according to flat rate tax
b) as a lump-sum rate on registered revenue
c) as a fixed amount tax

General rules are the basic method of taxation. These include taxation by using taxable income and tax scale, specified in the Personal Income Tax Act, or the flat rate and a revenue and expense ledger.
In 2007, the obligation of submitting monthly tax returns to tax offices was abolished, however, entrepreneurs are obliged to pay advance tax payments.

Apart from general rules, taxpayers may choose flat-rate taxation methods, after having met certain conditions. Such methods are lump-sum tax on registered revenue and fixed amount tax, regulated by the Act of 20.11.1998 on lump-sum income tax on some revenues earned by natural persons.

Lump-sum on revenue from business activity may be paid by taxpayers, who:


- in a year prior to a tax year, earned revenues which amount does not exceed € 250 000 or
- will commence business activity in a current tax year and do not use the fixed amount tax method - regardless of the revenue amount.

Lump-sum income tax is calculated according to percentage rates from the earned revenue. Their amount depends on the type of business of a taxpayer. The general rule is obligatory payment of lump-sum on registered revenue for each month, to the bank account of a tax office relevant to a taxpayer’s place of residence, until the 20th day of the following month, and for December - until the day of submitting a tax return. It is possible to pay the lump sum every three months, i.e. until the 20th day of the month following the three month period, for which the lump sum has to be paid, and in case of the last three months in a year - until the day of submitting a tax return. Such taxation method may be used by these entrepreneurs only, whose revenues from independently conducted business activity, or company revenues, did not exceed a specified amount in the previous year.

Fixed amount tax is the most simplified method of paying the income tax. It is intended mainly for small service enterprises, production and service, and trading enterprises. However, this taxation method is limited to revenues earned from some, specified types of businesses listed in art. 23 of the Act, e.g. watchmakers’, upholsterer’s or tailor’s services.
The application for fixed amount tax must be submitted to a relevant tax office until 20 January of a given tax year. If the application is accepted, a tax office issues a decision, in which the amount of tax is established, in the form of fixed amount tax, separately for each tax year.

Tab. 4. Comparison of taxation methods


Corporate income tax
CIT according to the Corporate Income Tax Act (Journal of Laws 00.54.654); this is an income tax on business activity which amounts to 19% only.

VAT tax
An entrepreneur who commences a business activity is obliged to check whether they should register for the purposes of VAT. The registration is compulsory for persons, who cannot or do not want to make use of VAT exemption. VAT payer submits a registration application on VAT-R form, according to the place of carrying out business activity. If there is more than one place of carrying out business activity, a taxpayer submits an application to an Office relevant to the place of residence.


Submitting the VAT declaration costs PLN 170.
If an entrepreneur commences business activity during a tax year, they are entitled to VAT exemption, when expected sale value in a given year will not exceed the equivalent of €.10 000. This limit is counted proportionally to the period of sale, i.e. to the time period until the end of a year.

The following persons cannot be exempted from VAT: entrepreneurs performing activities listed in art. 113 section 13 of the Act of 11 March 2004 on the Value Added Tax (Journal of Laws 04.54.535), e.g. providing legal services or consulting services, taxpayers which registered office or place of residence is abroad.

Costs of running a company
Registration
- Cost of registering a company by a natural person: PLN 100
- Costs of registering a company, together with an announcement in the Court Monitor:
- PLN 1250 - 1500
- Registration for the purposes of VAT: PLN 170.

Insurance

Contributions for the Social Insurance Institution may be lower for persons, who establish their business activity for the first time.

For persons conducting non-agriculture business activity according to the regulations on business activity or other individual regulations, which:
- commenced business activity after 25 August 2005.
- do not conduct, or during last 60 calendar months before the day of commencing, were not conducting a non-agriculture business activity,
- do not carry out business activity for the benefit of a previous employer, for whom, before commencing business activity and as part of their employment relationship or cooperative employment relationship, they were performing activities included in the scope of currently performed business activity.
the social insurance contribution assessment basis is a declared amount, not lower than 30% of current minimum remuneration.

In April 2007 the social insurance contribution for the persons mentioned above could not be lower than:


persons carrying out business activity:
- according to the business activity regulations or other individual regulations not mentioned in p. I,
- authors and artists,
- freelancers,
- partners of a single-member limited liability company and partners of a registered partnership, limited partnership or a professional partnership,
- persons cooperating with entrepreneurs carrying out non-agriculture business activity
the social insurance contribution assessment basis is a declared amount, not lower than 60% of current minimum remuneration.

In April 2007 the social insurance contribution for the persons mentioned above could not be lower than:




Taxes

Tab. 5. Comparison of taxes for business actiivity




Employment costs

Tab. 6. Comparison of costs in case of minimum and average remuneration


Other costs
Depending on the scale of an enterprise, one should take into account the costs of everyday functioning (renting premises, utilities fees etc.), external services (accountancy, legal services, specialist consultants etc.), and other expenses, specific to the industry of the business activity of an entrepreneur.