Setting up a company in Poland
Poland is an increasingly attractive place to establish and run a business in a stable economic environment. The most beneficial forms of running a business include the partnership and the limited liability company. Types of companies and the ways in which they are supposed to operate are regulated by the Polish Commercial Companies Code.
The Polish legal system distinguishes two categories of companies: partnerships and corporates. As in most countries, the main difference is about the liability of partners.
Partnerships can take the form of a:
1) General partnership – most beneficial for small businesses. The partners bear full responsibility for the company’s liabilities, run its affairs and represent it vis-à-vis third parties.
2) Professional Partnership – functions similarly to the general partnership, except that its partners may only be natural persons performing freelance professions – e.g. lawyers, doctors, architects, brokers.
3) Limited partnership – in this type of partnership at least one of the partners – a general partner – runs the affairs of the partnership and is liable for its liabilities with all his/her assets. A limited partner, in turn, is liable up to the difference between the contribution made and the limited partnership amount, which is specified in the contract.
4) Limited joint-stock partnership – a hybrid company with some features of a partnership, where the general partner conducts the business of the company and is liable for its liabilities with all personal assets, and some characteristics of a corporate entity – the other participants are shareholders who are not liable. The minimum share capital of such a company amounts to PLN 50,000.
On the other hand, incorporated entities include:
1) Limited Liability Company – the most popular and convenient form of conducting business activity in Poland. Its minimum share capital amounts to 5 000 PLN (about 1 100 €). The owners are not liable for the company’s obligations, however board members are (one board member is sufficient). The capital should be paid in before the company has been established
2) Joint Stock Company – intended for larger businesses with diffuse ownership structure. The minimum share capital is 50 000 PLN.
Procedure of establishing and registering a company
The first step to establishing a company is to conclude Articles of Association between the partners. Obligatory elements for all companies in the articles of association include its original name, subject of activity, registered office, share capital and amount of partners’ shares. The form of the contract differs for each company – in case of a partnership, simple written form is sufficient; in case of a limited partnership or a limited liability company, on the other hand, the form of a notarial deed is required.
In order to create a limited liability company, one must open a corporate bank account and pay in full the share capital specified in the contract immediately after the incorporation.
Registration with the National Court Register is required for every corporate. A company can be registered in two ways: traditionally, i.e. by submitting all necessary documents in a paper form (fee: PLN 600) or electronically, i.e. via the Internet in the S24 system (PLN 350). For this procedure it is required to set up a so-called trusted profile with a secure electronic signature.
It usually takes from a few days to three weeks to register a company if all the documentation is correct. Due to numerous formal requirements imposed by the National Court Register, it is easy to make a mistake when registering a company, which will result in a call to supplement the missing documentation and prolong the whole procedure.
After registering the company with the National Court Register, it is still necessary to send the NIP-8 form to the Tax Office, conveying more detailed information, such as the bank account number, business address or the place where the books are kept.
Przemysław Antas