How to do Business Investors' Guide Poland - Polish Agency for ...

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1.2.6. Professional partnershipA professional partnership is a partnershipestablished by partners for the purpose ofworking in a profession. A partner may onlybe a natural person who is authorised topractice in a profession, such as an attorney,pharmacist, architect, building engineer,chartered accountant, insurance broker, taxadviser, auditor, doctor, dentist, veterinarysurgeon, notary public, nurse, midwife, legaladviser, patent agent, property valuer, sworntranslator or psychologist.The business name of a professional partnershipmust include the name of at least onepartner, the additional designation “i partner“(“and partner“) or “i partnerzy“ (“andpartners“) or “spó∏ka partnerska“ (“professionalpartnership“) and a specification of theprofession practiced in the partnership. Anotarial deed is required to establish a professionalpartnership. The professional partnershipcomes into being at the time it is enteredinto the National Court Register. An attractivefeature of this form of business is thatone partner is not liable for liabilities incurredby the other partners in the course of professionalactivities. A negative side is that thepartnership does not have separate legal personality.1.2.7. Limited joint-stock partnership (limitedpartnership issuing shares)A limited joint-stock partnership is a partnershipestablished by partners, acting in its ownname in the economic exchange of goodsand services. Its main feature is that at leastone partner is fully responsible for thepartnership’s liabilities (General Partner) andat least one partner is a shareholder. Thebusiness name of a limited joint-stockpartnership must include the names of oneor more general partners and the additionaldesignation “spó∏ka komandytowo-akcyjna“(“limited joint-stock partnership“).A shareholder’s name cannot be included inthe partnership’s business name. If it isincluded, such a shareholder will have thesame liability to third parties as the generalpartner. The minimum share capital is PLN50,000. A notarial deed is required to establisha limited joint-stock partnership. Such apartnership comes into existence at the timeit is entered into the National CourtRegister.This form of activity is uncommon in Poland.Therefore, there is little experience in thisnew type of partnership (introduced in 2001),but it is less formal than operating a company.1.2.8. Sole proprietorshipThis type of enterprise is established for thepurpose of operating a small business by aprivate individual. It is registered in theBusiness Activity Register held by the head ofthe municipality (wójt) or the mayor of atown (burmistrz). Applications for tax andstatistical registration can be filed in the sameplace. The tax charged is personal income tax(PIT).1.2.9. Branch officeBy reciprocity, foreign investors are able toestablish branches in Poland to conduct businessactivities. Foreign investors from EU, EEA andEFTA Member States are authorised toconduct business activities under the sameregulations as Polish enterprises. A branch is apart of a foreign company that does not haveits own legal personality, but conductsbusiness in Poland. The branch may conductbusiness activities from the moment it isentered into the National Court Register.The branch office’s business can only beconducted within the scope of the parentcompany’s activities.16
1.2.10. Representative officeForeign entrepreneurs may also establishrepresentative offices in Poland. The activitiesof these offices are limited to the advertisingand promotion of their foreign business. Themain difference between a representativeoffice and a branch is that the latter entitymay conduct business activities (althoughonly within the scope foreseen for theforeign enterprise) while the representativeoffice cannot.The representative office must be registeredin the Register of Representative Offices.This register is held by the Ministry of theEconomy.1.2.11. European CompanyThe European Company (Societa Europea, SE)is regulated by the European EconomicInterest Grouping and the EuropeanCompany Act dated 4th March, 2005. The Actincorporates the European Council’sRegulations and Directives related to theEuropean Company by providing bothcorporate rules and a framework for employeeinvolvement.According to the rules indicated above, mostnational laws would apply to EuropeanCompanies without additional amendmentsor adjustments within the scope that is notdirectly governed by the CommunityRegulations and Directives, just as they wouldapply to any joint-stock company incorporatedunder the laws of Poland or to specificactivities that it may choose to undertake.cash contributions, at least one-quarter oftheir nominal value should be covered beforecompany registration.The provisions of this Act provide some specificrules governing the registered office andits transfer between the EU Member States,in particular, protecting minority shareholderswho oppose the transfer of the registeredoffice to another EU Member State.Establishing and operating a European companyis a reasonably complex process.Therefore, this is only recommended for largescale business of an international dimension.1.2.11.1. Corporate bodies of a EuropeanCompanyA European Company’s founders may choosebetween a one-tier and a two-tier system ofcorporate bodies and disclose their decisionin the company’s by-laws. In the two-tier system,as traditionally recognised by Polish law,management is entrusted to theManagement Board (zarzàd), which is supervisedby the Supervisory Board (rada nadzorcza).In a one-tier system, management isentrusted to the Administrative Board (radaadministrujàca).A member of the Management or SupervisoryBoard, Administrative Board, AuditCommission or liquidator can only be a naturalperson with full capacity to perform legalactions.A European Company may be formed for anycommercial purpose.The share capital of a European Companyshould be at least EUR 120,000. Shares subscribedfor in-kind contributions must be coveredin full no later than before the end ofone year from the date of the company’s registration.In the case of shares subscribed forHow to do Business. Investors’ Guide - Poland Establishing and doing business in Poland 17
Page 1: How to doBusinessInvestors’ Guide
Page 5 and 6: Table of ContentsHow to do Business
Page 7 and 8: How to do Business
Page 9 and 10: STEP 6Opening an account at a Polis
Page 11 and 12: 1.2. Corporate entitiesForeign entr
Page 13 and 14: the event of the intentional or neg
Page 15: sions of the Statute, unless he is
Page 19 and 20: plants and harvestable materials.Im
Page 21 and 22: The documents required from a joint
Page 23 and 24: foreigner is citizen or company fro
Page 25 and 26: • the land has access to a public
Page 27 and 28: 1.9. Employment of workers1.9.1. La
Page 29 and 30: A contract of employment should be
Page 31 and 32: 1.9.1.4. Work timeIn general, worki
Page 33 and 34: from the date of submitting the req
Page 35 and 36: A temporary residence permit can be
Page 37 and 38: contributions between the first and
Page 39 and 40: work / provide their services in Po
Page 41 and 42: entity is responsible for the accou
Page 43 and 44: • the Minister of Finance - is re
Page 45 and 46: educed under the applicable DoubleT
Page 47 and 48: case of mergers only the tax losses
Page 49 and 50: Polish law defines three kinds of A
Page 51 and 52: Intrastat declarations must be subm
Page 53 and 54: • expenses incurred by an individ
Page 55 and 56: Furthermore, subject to the transfe
Page 57 and 58: 2.4. Polish trade regulationsOne of
Page 59 and 60: The modification of this scheme is
Page 61 and 62: transactions with them have fewer r
Page 63 and 64: • musical and textual, as well as
Page 65 and 66: Patents are not granted for:• dis
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(which may be rebutted) that an ent
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y Member States which is incompatib
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Judgments of the courts of third co
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ceedings documentation in Polish, i
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• the amendment envisages the los
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The allowances held by the entity r
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State aid intensity levels by regio
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In case of investments falling unde
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6. Exemptions from local taxesParti
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In Poland
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ut is prone to unpredictable temper
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1.3. Political systemThe Republic o
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• Ministry of Culture and Nationa
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2.1.3. RailwaysThe railway network
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Bitstream Access (BSA), Wholesale L
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• Aster, established by a cable t
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3.3. Other depositsPoland also has
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Poland is famous for aviation produ
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7.1. The National Bank of PolandThe
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The Warsaw Stock Exchange’s Super
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9. Education9.1. The education syst
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versity higher vocational school (w
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Roughly 40 foreign investors have l
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10.2. UnemploymentAccording to offi
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GDP growth in 1990-2007 (%)1052.63.
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11.3. Foreign tradeAccording to the
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11.4.1. Labour costsSince 2001, sal
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Defined for annual consumption of 4
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in 2004-2006, while payments could
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82% of this sum goes towards the“
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State to work in another Member Sta
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of the transition period (2004). Th
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support in improving governance and
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of investors. Databases of foreign
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Secretariat:tel. +48 42 663 30 57ht
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Warmiƒsko-Mazurskie VoivodeshipWar
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Investor name Country Country Activ
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International Preschoolul. Zawrat 1
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About Wardynski & PartnersWardyƒsk
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The Polish Information and Foreign
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