Poland

BASIC  DATA

Restricted to self-employment business

ADVANTAGES

Basic accountancy system, simple solutions, low cost of registration 

DISADVANTAGES

The entrepreneur is liable with all his / her personal assets

WHERE TO REGISTER

In the Register of Business Activity (CEIDG) via internet at: http://www.firma.gov.pl

HOW MUCH DOES IT COST

Free of charge.

HOW LONG DOES IT TAKE

1 day. The entrepreneur need to register next in the National Insurance Office (ZUS)  for insurance contribution and in the Tax Office ( only for VAT registration).

BASIC  DATA

The branch is part of the foreign enterprise and does not have legal identity. 

ADVANTAGES

All the activities carried out by the branch have direct effect for the foreign entrepreneur. Keeping continuity and legal identities of company. Lower costs of establishing a branch than costs of establishing of a new company  under the Polish law.

DISADVANTAGES

Unlimited liability of a foreign company by whole property for obligations of the branch.

WHERE TO REGISTER

The branch is registered in the  National Court Register (KRS) and may conduct business upon its registration.

HOW MUCH DOES IT COST

The registration fee is 600 PLN. 

HOW LONG DOES IT TAKE

Up to 30 days, if no errors are in the application documents.

BASIC  DATA

The representative offices must not conduct business activities in Poland and can only carry out activities regarding the advertising and promotion of a foreign investor.

ADVANTAGES

Representative office is legally dependent and subordinate to the foreign entity. 

DISADVANTAGES

Established only for advertising and promotion in the name and on behalf of the foreign entrepreneur.

WHERE TO REGISTER

It requires an entry to the Foreign Representative Offices Register named "register of representatives” held by the Minister of Economy.

HOW MUCH DOES IT COST

The registration fee is 1000 PLN. 

HOW LONG DOES IT TAKE

The certificate will be sent by post mail with restricted delivery.

BASIC  DATA

A civil partnership (governed by the civil code) is used for small businesses. It has no legal entity. The partners of the civil partnership are jointly liable for any debts incurred in the partnership. 

ADVANTAGES

The partners are registered in CEIDG. All forms of taxation depending on the activity are available. Large freedom to determine civil partnership agreements. Simple procedures for setting up and running.

DISADVANTAGES

Partners are jointly liable for the debts and obligations of the partnership without limit to the extent of his or her entire property. Foreign investors rarely choose it for their investments in Poland.

WHERE TO REGISTER

After each partner has registered the company in CEIDG the partners must sign an agreement. 

HOW MUCH DOES IT COST

Free of charge. 

HOW LONG DOES IT TAKE

1 day. The entrepreneurs need to register next in the National Insurance Office (ZUS) for insurance contribution and in the Tax Office.

BASIC  DATA

Type of partnership that is analogous to a civil partnership. The main difference is is the responsibility of an owner and the obligation to reveal owner’s name in the name of the company.

ADVANTAGES

It is possible to represent the company by each accomplice. There are no regulations defining the height of stock capital. Low registration costs.

DISADVANTAGES

Each partner has unlimited liability for the debts of the registered partnership, if the execution from the assets of the partnership proves ineffective.

WHERE TO REGISTER

The Company is registered in the  National Court Register (KRS).

HOW MUCH DOES IT COST

The registration fee is 600 PLN. 

HOW LONG DOES IT TAKE

Up to 30 days, if no errors are in the application documents.

BASIC  DATA

A professional partnership is established by professionals (such as lawyers, tax advisors or doctors) for the purpose of rendering professional services. 

ADVANTAGES

A partner is not liable fo rliabilities incurred as a result of the activities of the other partners. There are no requirements for the amount of the share capital. Clearly define the name of the type of business associates.

DISADVANTAGES

Legal form reserved only for selected professions.

WHERE TO REGISTER

An agreement in the form of a notary act and an entry in the National Court Register (KRS) is necessary to start the business.

HOW MUCH DOES IT COST

The registration fee is 600 PLN. 

HOW LONG DOES IT TAKE

Up to 30 days, if no errors are in the application documents.

BASIC  DATA

In the Limited Partnership there are general partners with unlimited liability and limited partners whose liability is restricted to their fixed partnership contributions. 

ADVANTAGES

The mixed construction of the limited partnership with a limited liability partner as a sole general partner is used quite often by foreign investors in order to limit their liability and to achieve the optimal taxation model.

DISADVANTAGES

Although a partnership itself is not a legal entity, it may acquire rights and incur liabilities, acquire title to real estate and sue or be sued.

WHERE TO REGISTER

The Company is registered in the  National Court Register (KRS).

HOW MUCH DOES IT COST

The registration fee is 600 PLN. 

HOW LONG DOES IT TAKE

Up to 30 days, if no errors are in the application documents.

BASIC  DATA

In this type of the partnership at least one partner is liable without limitation (the general partner) for the company's obligations to creditors and at least one partner is a shareholder. The shareholders are not liable for the liabilities of the partnership.

ADVANTAGES

There is potential to increase the company's capital by issuing shares.It is a way of raising capital to grow your business, without the risk of acquisition by the competition. Contribution of the capital  to the company's share capital by a shareholder - general partner is the right but not an obligation.

DISADVANTAGES

High initial capital (PLN 50.000). High registration costs. Solidary responsibility of an owner.

WHERE TO REGISTER

The Company is registered in the National Court Register (KRS).

HOW MUCH DOES IT COST

The minimum share capital is PLN 50 000 and the statute must be signed in front of the Polish notary (notary fee of 500 - 1000 PLN or more will be paid). The registration fee is 600 PLN.

HOW LONG DOES IT TAKE

Up to 30 days, if no errors are in the application documents.

BASIC  DATA

It can be established for any purpose permitted by law. It has a legal personality. The liability of the company is limited to the amount of shares being part of the share capital contributed by shareholders. The Limited Liability Company is the most common legal form of business for small and medium-sized enterprises and foreign investors.

ADVANTAGES

The liability of the company is limited to the amount of full contribution to the share capital. It is possible to raise the capital by entering a new partner and to include  i.e. in kind contribution to the share capital.

DISADVANTAGES

Full accounting is mandatory.

WHERE TO REGISTER

In the Register of Entrepreneurs of the National Court Register (KRS) via internet on https://ems.ms.gov.pl/ or with the assistance of a notary.

HOW MUCH DOES IT COST

The minimum share capital to start a LLC is 5000 PLN. The registration fee is 600 PLN in case the company is established via Internet. It is possible to register the limited liability company with the help of a notary, but the registration cost will need to include the notary fee of 500 - 1000 PLN or more.

HOW LONG DOES IT TAKE

24 hours by the online platform (called S24), if no errors are in the application documents.

BASIC  DATA

The joint-stock company acquires legal personality from the moment of its entry in the register of companies. It is a legal form for medium and large enterprises.

ADVANTAGES

Shareholder sare not liable for the debts of the company. The company profits are paid to shareholders as dividends. It is easy to raise the capital of the company – through issuing of shares, bonds and other financial instruments. The financial situation of the company is public, which makes it possible to check the financial condition of the counter parties.

DISADVANTAGES

The minimum share capital is 100,000 PLN. The cost of legal and financial services is high. The requirements for running the company are complicated. Minority shareholders have no impact on the company.The liquidation procedure is complex.

WHERE TO REGISTER

Registration in the National Court Register (KRS). The company can also be established by lawyers on the basis of power of attorney granted by a foreign investor.

HOW MUCH DOES IT COST

Under Polish law the joint-stock company must have a minimum share capital of 100 000 PLN and the minimum nominal value of the stock must be PLN 0.01. Contributions may be made in cash or in kind and the contribution in kind must be at the disposal of the management board. The registration fee is 600 PLN. The articles of associations must be signed in the presence of a notary and the service is payable 500 - 1000 PLN or more.

HOW LONG DOES IT TAKE

It should not take more than 14 days, if correct application documents are submitted to the court. In case of errors it will be delayed. The registration of the company must be made within 6 months since the articles of associations were signed.  If not the articles expires.