KNOWLEDGE BASE

KEY CORPORATE FEATURES

GENERAL INFORMATION

The Republic of Poland is situated in Central Europe with an area of 312,683 sq km. Poland is ideally located at the centre of Europe sharing borders with Germany to the West, The Czech and Slovak Republics to the South, Ukraine, Belarus and Lithuania to the East and Russia to the North. Poland joined NATO in 1999 and the European Union in 2004. Poland is in the Central European time zone and is one hour ahead of standard GMT.

Population

The total estimated population is 39 million, the 8th largest in Europe and the 29th in the World. Urban population comprises some 62% of the total population. Poland’s work force is one of the youngest in Europe with 60% of the population of working age. The majority of Poles (90%) are Roman Catholics.

Political Structure

Poland is a democracy. Members of the National Assembly and the President (the political head of state) are elected by plebiscites. The President is elected for five-year terms. The principal legislative body is the bicameral National Assembly comprised of a 460-seat lower house, Sejm, and a 100-seat upper house, the Senate. Following a national referendum held in 1997, Poland adopted a new constitution.

Infrastructure and Economy

Poland has an extensive communication system that offers state of the art telephone, fax, telex, and telegram and courier services.

Language

The official and spoken language is Polish. The use of English has become widespread and knowledge of other European languages is common.

Currency

Polish zloty - PLN.

Exchange Control

The foreign exchange dealings are regulated by the Foreign Exchange Law, which aims to defend the domestic convertibility of the PLN.

Type of Law

Civil Law.

Principal Corporate Legislation
  • Commercial Company Code, 2000
  • Civil Code, 1964 (as amended)
  • Business Activity Law, 1999
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POLAND COMPANY INFORMATION

Type of company for international Trade and Investment

The citizens of foreign countries who hold the right of permanent residence in Poland make use of the same rights as Polish citizens in terms of undertaking and conducting business activity in Poland. Foreign persons may undertake and conduct business activity in Poland according to the principle of reciprocity insofar as the international agreements ratified by Poland do not stipulate otherwise, just like entrepreneur who maintains his/her permanent residence or seat in Poland. Faced with a lack reciprocity foreign may establish only limited partnership (sp. komandytowa), limited liability companies (sp. z o. o.) and joint-stock companies (sp. akcyjna) in order to undertake and conduct business activity in Poland and they may join such companies and purchase interest and shares of stock therein.

  • Spólka akcyjna (SA) - Join-Stock Company
  • Spólka z ograniczona odpowiedzialnoscia (z o.o.) - Limited Liability Company
  • Spólka komandytowa- Limited Partnership
Procedure to Incorporate

Submission to the Register Court of the following Limited Liability Company documentation:

  • Public Deed of Incorporation executed before a Notary Public
  • Declaration by all members of the board of directors stating that either cash contributions or contributions in kind have been made to the company on registration
  • Evidence of appointment of the first officers of the company, together with a list of persons, if they have not been appointed b the deed of the company formation.
  • Statement of the shareholders, specifying the full names of individual shareholders or corporate name of the shareholders detailing the number and value of shares held by each and signed by the Board of Management. Specimen signatures of the members of Board of Directors made in the presence of a court or certified by a notary.

    Joint-Stock Company additionally must submit:

  • Full name of the Members of the Supervisory Board and specimens of their signatures made in the presence of a court or certified by a notary.
  • In the case of agreement between dominant company and submissive company about managing by the first one or transferring profit, submit this statement of agreement with range of dominant company's responsibility for any action being detrimental to the submissive company.
  • In the future: notice of reaching or loosing dominant position in Joint-Stock Company.

Joint-Stock Company additionally must submit:

  • Full name of the Members of the Supervisory Board and specimens of their signatures made in the presence of a court or certified by a notary.
  • In the case of agreement between dominant company and submissive company about managing by the first one or transferring profit, submit this statement of agreement with range of dominant company's responsibility for any action being detrimental to the submissive company.
  • In the future: notice of reaching or loosing dominant position in Joint-Stock Company.
Restrictions on Trading

Licenses are required for exploration of minerals, manufacturing and trading in explosives, weapons, etc, trading in fuels and energy, protecting persons and property, air transportation, building and operating toll roads, managing rail lines, broadcasting of radio and TV programs, banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the banking or finance industries.

Powers of Company

A company incorporated in Poland has the same powers as a natural person.

Language of Legislation and Corporate Documents

Polish.

Registered Office Required

Yes, must be maintained in Poland.

Shelf Companies Available

No.

Time to Incorporate

Subject to name approval by the Commercial Register, and incorporation criteria being met, a company can be established within four to six weeks.

Sp. Z.o.o. must register with the National Court Register ( Krajowy Rejestr S±dowy) within six months of the date of incorporation.

SA must register with the National Court Register (Krajowy Rejestr S±dowy) within three months of the date of incorporation.

Name Restrictions

A name that is identical or similar to an existing name. A name that may imply government patronage. A name that in the opinion of the Registrar may be considered undesirable or misleading.

Language of Name

The name of a body corporate shall use Polish language.

Suffixes to Denote Limited Liability

Sp. z o.o.

Disclosure of Beneficial Ownership to Authorities
  • SA.- information is available in the Register Court.
  • Sp. z o.o.- information is available in the Register Court.
  • Sp.k.- information is available in the Register Court.
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POLAND COMPLIANCE

Authorised and Issued Share Capital
  • SA: The minimum authorised capital is €127,280, (PLN 500,000, minimum price per share PLN 1) all contribution in kind and 25 % of contribution in cash has to be paid up upon incorporation.
  • Sp. z o.o.: The minimum authorised capital is €12,728 (PLN 50,000, minimum price per share PLN 500), to be fully paid up.
Classes of Shares Permitted

Registered shares and preference shares.

  • Sp. z.o.o. – may not offer shares to the public
  • SA – may offer shares to the public
Taxation

Taxation is paid by companies based on annual accounts, which are submitted to the tax authorities at the end of the company's fiscal year. The financial year is the calendar year, although this may be varied on application. The current tax rate is 19%.

Double Taxation Agreements

Double tax agreements exist with 73 countries:

Albania , Armenia, Australia, Austria, Bangladesh, Belarus, Belgium, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Egypt, Finland , France, Germany, Greece, Hungary, IcelandIndia, Indonesia, Ireland, Israel, Italy, Japan, Jordan, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Mongolia, Morocco, Netherlands, Norway, Pakistan, Philippines, Portugal, Romania, Russia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sri Lanka, Syria, Sweden, Switzerland, Tajikistan, Thailand, Tunisia, Turkey, Ukraine, U.A.E., United Kingdom, United States, Uzbekistan, Vietnam, Yugoslavia, Zimbabwe.

Licence Fee

Various.

Financial Statements Required

Companies are required to maintain financial records and file accounts at the Registry.

Directors

Directors do not need to be Polish residents. Corporate directors are not permitted.

Company Secretary

A local company secretary is required for SAs. (Spólka akcyjna - Join-Stock Company).

Shareholders
  • SA - On incorporation the minimum number of shareholders is one.
  • Sp. z o.o. - On incorporation the minimum number of shareholders is one natural person. Therefore, companies with corporate shareholders (limited company / Sp.z o.o.) require a minimum of two.
  • Sp.k. - On incorporation the minimum number of shareholders is two - one person (komplementariusz) is responsible without liability and one person (komandytariusz) is responsible only to his contribution.
Spólka komandytowa- Limited Partnership

There are four main kinds of partnership under Polish corporate law:

  • registered partnership (all partners have equal and unlimited liability)
  • limited partnership (some partners have limited liability)
  • professional partnership (some concessions regarding partner liability)
  • limited joint-stock partnership (includes partners and shareholders)

The main features of a sole proprietor companies are:

  • the simplest and least-regulated form of business entity
  • very popular format for small business enterprises
  • sole trader has unlimited liability for all liabilities and debts
  • profits are subject to Polish income tax at individual rates
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