Professional Documents
Culture Documents
Introduction
This document presents basic legal information about a business environment in Poland and it has
been prepared within the Polish American Innovation Bridge Project implemented by the Allerhand
Institute.
Set up a business!
A US business entity which would like to start conducting its business activity in Poland benefits from
the freedom of economic activity principle. That means, that any business activity may be conducted
unless it is directly restricted or forbidden by the law. A US entity may involve in a business as a sole
trader, a partner in a civil law partnership, partner in a partnership (general partnership, professional
partnership, limited partnership, limited joint-stock partnership) or as a shareholder in a capital
company (limited liability company and joint-stock company). American entrepreneur may also
launch branch or representative office in Poland.
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Please note that this document constitutes only introduction guide to possible forms of business
activity in Poland and the information presented herein are true, but also basic and simplified.
Decision on the form of running business in Poland should be always preceded by more detailed
analysis based on each individual situation including tax and legal status.
Sole trader (sole proprietorship, self-employment) is the simplest and most popular way to conduct
business in Poland. If you intend to conduct business activity in Poland as a sole trader you need to
consider the below -mentioned rules and register your business before starting it.
You may start running your business just after registration. The registration is free of charge.
Upon registration in the CEIDG, you are automatically registered in the tax office, statistical office and
in the Social Security Institution, however it may be required to provide those institutions with some
additional documents or information. Tax identification number (NIP) and statistical number (REGON)
are issued automatically as well.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
- you must monthly pay health and social security premiums - approx. PLN 490/month (=USD 125)
during first 2 years of running business and approx. PLN 1,150/month (=USD 290) afterwards;
- you must monthly submit your tax returns and social security declaration (it is possible online);
- if you hire employees, you must pay personal income tax and social security premiums for them
(which amounts depend on salaries amounts), as well as submit tax returns and social security
declaration for employees; declarations may be submitted online;
A civil law partnership is also a very simple way to start business activity in Poland if you want to
conduct it with your business partner(s). This is a popular form among Polish small and medium
entrepreneurs (SME). Conducting business activity in the form of a civil law partnership also requires
registration.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
sign a civil law partnership agreement;
register in the tax office, statistical office and in the Social Security Institution;
You may start running your business just after registration. The registration is free of charge.
Suspending and closing trading require notification in the CEIDG, which is possible:
- via Internet on: ceidg.gov.pl;
- in any commune office in Poland.
The notification should be given by you and all other partners.
1.1. Partnerships
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A partnership conducts an enterprise under its own business name. Partnerships do not possess a
legal personality however, they may acquire rights and assume obligations in their own name (they
are so-called flawed legal persons). In general, the partnership and its partners are liable for
partnerships obligations and their liability is unlimited. Rights and obligation in the partnership may
be transfer to another person only if the partnership agreement or articles of association allows it
and after obtaining the written consent of all partners.
A general partnership is a basic partnership. It is perfect for small business initiatives with small
number of partners who know each other.
You can start running your business in the form of general partnership just after registration. The
registration fee via Internet is PLN 350 (=USD 90) and in the KRS is PLN 600 (=USD 153).
Upon registration in the KRS your general partnership is automatically registered in the tax office,
statistical office and in the Social Security Institution however, it may be required to provide those
institutions with some additional documents or information. Tax identification number (NIP) and
statistical number (REGON) are issued and assigned to your general partnership automatically as well.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
- your general partnership needs to keep a books of account, but usually in a simplified way;
- your general partnership should yearly prepare a financial-operational report and submit it to the
KRS and the tax office;
- your general partnership is not an income tax payer - only you and your partners pay (monthly)
income tax (PIT or CIT);
- you and your partners must yearly submit PIT or CIT tax returns;
- partners being natural persons submit social security declarations (it is possible online) and pay
health and social security premiums approx. in the amount of PLN 1150/month (=USD 290);
- if your general partnership hires employees, it must pay personal income tax and social security
premiums for them (which amounts depend on salaries amounts), as well as submit tax returns
and social security declaration for employees; declarations may be submitted online.
Suspending the business activity is possible if the partnership does not hire any employees. To
suspend trading you and your partners should adopt a resolution and notify the KRS.
Termination of your general partnership may be caused e.g. by the causes enlisted in the partnership
agreement, by partners resolution or by declaring partnerships bankruptcy. After the partnership
termination, partnership assets will be liquidated (the assets will be used to pay the partnerships
obligations and the remaining assets will be divided among you and your partners).
a. PROFESSIONAL PARTNERSHIP
A professional partnership may be established by partners with the purpose of practicing a liberal
profession (e.g. legal adviser, attorney, medical doctor, dentist, architect, accountant).
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
- your partnership is considered as an entrepreneur in relations with other business entities and
consumers and therefore more strict regulations may apply to it.
Upon registration in the KRS your professional partnership is automatically registered in the tax office,
statistical office and in the Social Security Institution however, it may be required to provide those
institutions with some additional documents or information. Tax identification number (NIP) and
statistical number (REGON) are issued and assigned to your professional partnership automatically as
well.
Suspending the business activity is possible if the partnership does not hire any employees. To
suspend trading you and your partners should adopt a resolution and notify the KRS.
Termination of your partnership may be caused e.g. by the causes enlisted in the partnership
agreement, by partners resolution or when each partner lost the right to perform his profession.
After the partnership termination, partnership assets will be liquidated (the assets will be used to pay
the partnerships obligations and the remaining assets will be divided among you and your partners).
A limited partnership characteristic feature is that there are two types of partners:
a) general partner, also described as the active partner, whose liability for the partnerships
obligations is unlimited and who may represents the partnership and conduct its affaires;
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b) limited partner, also described as the passive partner, whose liability for partnerships obligations
is limited by the amount of commandite sum, who may neither represents the partnership nor
conduct its affaires, and whose main role is to provide the capital for the partnership.
You can start running your business in the form of a limited partnership just after its registration. The
fee for registration via Internet is PLN 350 (= USD 90) and via written motion it is PLN 600 (= USD
153).
Upon registration in the KRS the limited partnership is automatically registered in the tax office,
statistical office and in the Social Security Institution, however it may be required to provide those
institutions with some additional documents or information. Tax identification number (NIP) and
statistical number (REGON) are issued automatically as well.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
- partners being natural persons submit social security declarations (it is possible online) and pay
health and social security premiums approx. in the amount of PLN 1,150/month (=USD 290);
- if your limited partnership hires employees, it must pay personal income tax and social security
premiums for them (which amounts depend on salaries amounts), as well as submit tax returns
and social security declaration for employees; declarations may be submitted online.
A limited joint-stock partnership consists of at least one partner (general partner) with unlimited
liability towards the partnership's creditors and at least one partner who is a stockholder, not liable
for partnerships obligations.
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- your limited joint-stock partnership is considered as an entrepreneur in relations with other
business entities and consumers and therefore more strict regulations may apply to it.
Upon registration in the KRS your limited joint - stock partnership is automatically registered in the
tax office, statistical office and in the Social Security Institution, however it may be required to
provide those institutions with some additional documents or information. Tax identification number
(NIP) and statistical number (REGON) are issued and assigned to your limited joint - stock partnership
automatically as well.
Suspending the business activity is possible if the partnership does not hire any employees. To
suspend trading general partners should adopt a resolution and notify the KRS.
Termination of the partnership may be caused e.g. by the causes enlisted in the articles of
association, by general meeting resolution or when the partnership will become insolvent. After the
partnership termination, partnership assets will be liquidated (the assets will be used to pay the
partnerships obligations and the rest divided among the partners).
In Poland, there are two types of companies among capital companies: a limited liability company
and a joint stock company. Both of them possess a legal personality and conduct business under
their own business name (legal persons). Shares and stocks, as a rule, may be transferred to another
person.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
a. LIMITED LIABILITY COMPANY
A limited liability company (LLC) is popular form of conducting business activity among Polish
entrepreneurs. It can be formed by one or more persons.
The registration via Internet costs 350 PLN (=USD 90) and in KRS costs PLN 600 (=USD 153).
Upon registration in KRS you are automatically registered in the tax office, statistical office and in the
Social Security Institution, however it may be required to provide them with some additional
documents or information. Tax identification number (NIP) and statistical number (REGON) are issued
automatically as well.
You can start running your business in the form of a limited liability company even before registration,
but after concluding companys articles of association. Until registration in the KRS your company will
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be considered as a limited liability company in organization (in the process of formation) and will not
have a legal personality.
A joint stock company is the most complex commercial company in Poland and the procedure of
starting business activity is the most complicated. In some business areas, it is required to conduct
affairs in the form of a joint-stock company (e.g. banks). Joint-stock companys stocks may be subject
of trade in a stock exchange (after fulfilling additional requirements).
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- the name of your joint stock company should be formed from freely chosen name and additional
phrase spka akcyjna (joint-stock company); the abbreviation is S.A.
- your joint-stock company should have an address and registered office in Poland;
- your joint stock-companys minimum share capital value is PLN 100 000 (=USD 25 000);
- its bodies are: the general meeting, the management board and the supervisory board;
- your joint-stock company is represented by the management board (generally 2 members or 1
member and the commercial proxy);
- your joint stock-company is liable for its own obligations; you and other stockholder are not liable;
- your joint stock-company may hire employees;
- your joint stock company is considered as an entrepreneur in relations with other business
entities and consumers and therefore more strict regulations may apply to it;
- joint-stock companies listed in the stock market are also obliged to fulfill additional duties related
to trading in the stock market.
You can start running your business in the form of a joint stock company even before registration, but
after concluding companys articles of association. Until registration in the KRS your company will be
considered as a joint stock company in organization (in the process of formation) and will not have a
legal personality.
- if your companys yearly revenue exceeds PLN 200,000 (=USD 50,000), the partnership should
register in the tax office as VAT tax payer, pay VAT on monthly basis and submit monthly VAT tax
returns; declaration may be submitted online.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
Suspending the business activity is possible if your joint-stock company does not hire any employees.
To suspend trading the general meeting should adopt a resolution and notify the KRS.
Termination of your joint-stock company may be caused e.g. by the causes indicated in the articles of
association, by the general meetings resolution or when the companys registered office is
transferred to another country. After termination of your joint-stock company its assets will be
liquidated (the assets will be used to pay the companys obligations and the rest divided among the
partners).
1. BRANCH [ODDZIA]
If you have an enterprise in the USA and you do not want to open a partnership or a capital company
in Poland, you may consider starting a business as a branch. Launching and conducting business in
the form of a branch of a foreign entrepreneur is regulated by the Freedom of Economic Activity Act.
A branch is a separate and organizationally independent part of business activities carried out by the
entrepreneur beyond his registered office or the place of his main business activity.
Business registration:
To open a branch of foreign entrepreneur you should register it in the KRS via submission to the
motion to the local registry court. The motions cost is PLN 600 (USD = 153). You cannot register the
branch via Internet.
Upon registration in the KRS your branch is automatically registered in the tax office, statistical office
and in the Social Security Institution however, it may be required to provide them with some
additional documents or information. Tax identification number (NIP) and statistical number (REGON)
are issued automatically as well.
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- money transfers between the branch and your enterprise in the United States are not taxed in
Poland - only income generated in Poland is taxed;
- your branch is required to conduct bookkeeping regarding Polish business activity in Poland and in
respect to Polish provisions;
- if your branch hires employees, it must pay personal income tax and social security premiums for
them (which amounts depend on salaries amounts), as well as submit tax returns and social
security declaration for employees; declarations may be submitted online;.
Suspending the business activity is possible if the branch of your enterprise does not hire any
employees. To suspend trading the proper body of your enterprise (e.g. partners, shareholders
meeting) should make such decision and the KRS should be notified.
Termination of the branch may be caused e.g. by the decision of the foreign entrepreneur or by the
decision of Polish authorities to forbid the branch further activity.
If you have an enterprise in the USA and you do not want to start doing business in Poland, but firstly
you would like to just promote your business in Poland, you should consider launching a
representative office. A representative office is the form of business activity that allows the foreign
entrepreneur to conduct advertising and promotion in Poland.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
- if your representative office hires employees, it must pay personal income tax and social security
premiums for them (which amounts depend on salaries amounts), as well as submit tax returns
and social security declaration for employees; declarations may be submitted online;.
Poland and the United States concluded the treaty to avoid double taxation, that sets a general rule,
that a resident of one country may be taxed by the other country on any income from sources within
that other country and only on such income. Furthermore, it states that profits of an enterprise are
taxable only by the country of its seat unless in the other country there is a permanent establishment
(branch). The income of such permanent establishment is taxed in the country of its registered office.
That means, that American company is in general taxed in the United States, but when it opens a
permanent establishment in Poland, the income produced by this establishment shall be taxed in
Poland.
Income taxes
When you conduct business activity in Poland you may be obliged to pay Polish income taxes. There is
a personal income tax (PIT) and a corporate income tax (CIT).
PIT:
applies to natural persons (sole traders, partners and civil law partnerships as well as
partnerships and companies regulated in the Commercial Companies Code);
its basic rates are progressive: 18% for the income that does not exceed approx. PLN 85,500
(=USD 21,600) and 32% tax rate is applicable for the surplus (however, due to tax deductions,
your tax will be lower);
sometimes, taxpayers may choose flat taxation (19% rate) instead of progressive taxation,
lump sum tax on registered income or tax deduction card.
CIT:
applies to legal persons and some flawed legal persons (limited joint-stock partnership);
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl
tax rate is in general 19% of the income (15% for small taxpayers and taxpayers who just
started their business activity);
If your enterprises yearly revenue exceeds PLN 200,000 (=USD 50,000), it should register in the tax
office as a VAT tax payer, pay VAT on monthly basis and submit monthly VAT tax returns; declaration
may be submitted online.
VAT:
A VAT payer should monthly submit tax declaration until the 25th day of the month following
the month in which the VAT obligation arose;
VAT is generally neutral (fully deductible) in business transactions and the VAT payer is in fact
always a final consumer
You should register your enterprise in the tax office as VAT tax payer if its yearly revenue exceeds PLN
200,000 (=USD 50,000). Your enterprise should pay VAT on monthly basis and submit monthly VAT tax
returns; declaration may be submitted online. If your enterprise is a VAT payer, it may be necessary to
manage fiscal cash register.
Other taxes
Besides that, an entrepreneur in Poland might be obliged to pay other taxes such as:
- excise tax,
which is contingent upon the subject of business activity and transactions carried out.
Biuro Projektu: ul. Wielicka 57, 30-552 Krakw; tel.: +48 12 341 46 48; www.innowacjaplus.com.pl