Setting up a business in Poland
04 November 2009by Ina Dimireva -- last modified 10 July 2012
An overview of the process of starting a new business in Poland.
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Legal requirements
The Freedom of Business Act regulates the registration of natural persons with the Business Central Register and Information.
Legal forms of companies
The Commercial Companies Code lists all legal forms of Polish companies:
- partnerships (for example, general partnership, professional partnership, limited partnership and limited joint-stock partnership);
- limited companies (for example, limited liability company and joint-stock company).
Partnerships:
- general partnership: A partnership carrying on a business under its own name, which is not another commercial company. Each partner is liable for the company’s liabilities with all their assets, jointly and severally, together with other partners and the company. Where enforcement against the company's assets is ineffective, a creditor may execute enforcement against a partner's property.
- professional partnership: A partnership formed by partners in order to practise a liberal profession as a company conducting business under its own name. A partner is not liable for the company’s liabilities that arise from the practising of a liberal profession by other partners in this company.
- limited partnership: A partnership formed for the purpose of running a business under its own name. At least one of the partners is fully liable for the company’s liabilities to creditors (general partner), and the liability of at least one partner is limited (limited partner).
- limited joint-stock partnership: A partnership formed for the purpose of running a business under its own name. At least one of the partners is fully liable for the company's liabilities to creditors (general partner), and at least one partner is a shareholder. It should have share capital of at least PLN 50 000.
Limited companies:
- limited liability company: A limited company formed by one or more people for any legally permissible purpose. The partners are not liable for the liabilities of the company. It should have share capital of at least PLN 5 000.
- joint-stock company: A limited company whose shareholders are not liable for the liabilities of the company; the company itself is liable with all its assets. It should have share capital of at least PLN 100 000.
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
Administrative procedures
Service point for businesses
A one-stop-shop system under the National Reform Programme aims to assist natural persons with the process of registration of companies.
Registration of a company
Registration of a business
Businesses starting up as commercial companies and partnerships can start to operate after they are added to the register of entrepreneurs in the National Court Register (KRS).
Limited companies can start to operate even before they are added to the register of entrepreneurs as limited companies in the process of formation.
Application forms used by the National Court Register
When the requirements of the application form for entry into the Register are not met or the court fee is not paid, the application is returned. It can be re-submitted within 7 days from the date of the notification of return.
The procedure of registration with the Business Register is carried out by the commune responsible for the business domicile.
In addition, in order to start a business in Poland, the following must be obtained:
- a REGON statistical number; it is possible to register on-line if a business has an electronic signature;
- a NIP tax identification number for Polish taxpayers, which is required for registration with the appropriate tax office;
- registration with the Social Insurance Institution (ZUS); it is now also possible to register on-line.
Some of these stages can be completed in a service point for businesses. A registering body has a duty to send applications to the appropriate bodies together with the confirmation of registration and other documents provided by a business within 3 days.
Tax registration
The following documents are necessary in order to register:
Points of single contact in Poland
The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union – in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.
For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’, e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?
With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.
All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.
Points of single contact in Poland
Source: Your Europe
