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

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1.4. Process of establishing and registeringan entity1.4.1. Establishing and registering an entityAs was indicated, following the signing of theArticles of Association/Statutes of a limited liabilityand joint stock company in the formdescribed above, the entities acquire the statusof companies in organisation. This does not concernpartnerships, which are created only uponregistration in the register of entrepreneurs.The next steps in setting up a company are:Registration of a company by thetax office usually takes approximately1 month, after filing all thenecessary documents.• the arrangement of the company’s businessaddress - which will constitute the registeredoffice. This requires either acquiringreal estate or concluding a lease agreementfor relevant premises;• applying to the Central Statistical Office(CSO) for a statistical identification number(REGON). Registration of a company by theCentral Statistical Office takes 1-2 days andis free of charge;• opening a bank account for the purpose ofpaying in the share capital of the company.According to Polish law, every business entitymust have an account in a Polish bank. Banksusually open deposit accounts for companiesin organisation - such a deposit account isused to pay up the share capital.Subsequently, the account number must bepresented to the tax office.The following documents will be required bymost banks to open such an account:• the articles of association or the statutes;• specimen signatures of persons authorisedto represent the company;• certificate from the Central Statistical Officeon the REGON number;• copy of the application for registering thecompany in the National Court Registerincluding the court’s stamp confirming thefiling of the application (this document isusually required in order to transform thedeposit account into a regular account).The above list may vary depending on thebank chosen by the company.Further steps in settings up a company are:• paying up the share capital for the company- the entire initial capital (an in cash orin-kind contribution) in the case of a limitedliability company, or at least 25% of theissued initial shares in the case of a jointstockcompany;• filing the application to the National CourtRegister for registration of the company(described in more detail below),• filing an application for the purpose of registeringthe company with the tax officeand obtaining a taxpayer identificationnumber (NIP).Registration of a company by the tax officeusually takes approximately 1 month, afterfiling all the necessary documents. The feefor obtaining a NIP number is PLN 150.Registration at the appropriate District Courtrequires the following documents for a limitedliability company:• a written application;• the articles of association;• a document appointing the members of theManagement Board;• the Management Board’s specimen signatures;• a representation from all the members ofthe Management Board that the contributionsto pay up all the shares in the initialcapital have been made.20
The documents required from a joint-stockcompany are:• a written application;• the company’s statute;• the notarial deed on the company formationand the acquisition of the stock;• a representation from all the members ofthe Management Board that the contributionsfor the stock required by the statutehave been made in accordance with the law;• confirmation of payment for the stock froma bank or investment institution;• a document appointing the members of theManagement Board and Supervisory Board;• specimen signatures of all members of theManagement Board.Registration of a company by the RegistrationCourt usually takes approximately 3-4 weeks,after all of the necessary documents havebeen filed.The court fee for registration is currently PLN1,000 and PLN 500 for obligatory publicationof the incorporation in the OfficialCommercial and Legal Gazette.The time needed to fully establish and registera company is approximately 2 months. The costis PLN 1,650, which is the registration fee, butdoes not include the funds needed to pay upthe share capital in companies (PLN 50,000 fora limited liability company and limited jointstockpartnership, PLN 500,000 for a joint-stockcompany) and notarial fees for preparing thearticles of association (with the exception of acivil partnership and a registered partnership,where a notarial deed is not required).A limited liability company and a joint-stockcompany become legal persons after obtainingtheir National Court Register number(KRS). However, all actions and agreementsmade by them before, as companies in organisation,remain valid.1.5. Office rentalOffice rents are denominated in USD or EUR,but paid monthly or quarterly in Polish zlotys(PLN). With Poland’s new EU status andstrong exchange rates, landlords are encouragedto quote rents in EUR. Additionally, tenantsare obliged to pay service charges, whichaverage between EUR 3.5 and 5 per sq. m permonth. They mainly include the followingcosts: water, electricity, heating, air-conditioning,maintenance, cleaning, etc. They areadded to the net rents and are generally calculatedaccording to floor space. A charge isalso usually added to the net office space forcommon areas.The charge is calculated on the pro rata shareof common areas used (lift lobby, reception,toilets, etc.). Tenants are obliged to pay 22%value added tax (VAT) on the rent and servicecharges. The level of the rent depends onlocation, quality of finish, size and the rentalterm.The Polish office market is still a tenant’smarket. Various incentives are offered bylandlords to attract new tenants that have asignificant impact on the net effective rentalvalues (a 10%-15% reduction in rents). Theseinclude a fitting-out allowance, rent-freeperiods (from 1 to 9 months) or free parkingspaces. Rental agreements are becomingmore standardised, which in turn makesoffice premises more secure for investors. Thelevel of rents is becoming closer to that ofother European cities, such as Vienna, Berlinor Amsterdam.How to do Business. Investors’ Guide - Poland Establishing and doing business in Poland 21
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 and 16: sions of the Statute, unless he is
Page 17 and 18: 1.2.10. Representative officeForeig
Page 19: plants and harvestable materials.Im
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
Page 67 and 68: (which may be rebutted) that an ent
Page 69 and 70: y Member States which is incompatib
Page 71 and 72:
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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