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Andrzej Kalwa. Setting up a Business in Poland 07.06.2013
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Andrzej Kalwa. Setting up a Business in Poland 07.06.2013

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  • 1. “Setting up a Business in Poland” A presentation by: Andrzej Kalwas Managing & Founding Partner Kalwas&Partners Law Office Warsaw, Poland Moscow, 7 June 2013
  • 2. Regulations on Establishing business activities in Poland • the Business Activity Law of 19 November 1999, gives to the Polish and foreign entities equal rights to take up and conduct business activities in Poland. • the Code of Commercial Companies of 15 September 2000 governing the establishment and activities of the commercial companies, • the Act of 20 August 1997 on the National Court Register. • The following are the main legal forms available for doing business in Poland. All these forms are available to Polish investors and foreign investors based in countries that are EU and EFTA members.
  • 3. Types of companies COMPANIES PARTNERSHIPS CAPITAL COMPANIES • General • Professional • Limited • Limited Joint-Stock • Limited Liability • Joint-Stock
  • 4. Numbers of registered entities Type of company or partnership Numbers Joint-Stock Company 9,322 Limited Liability Company 252,411 Registered Company 32,390 Proffesional Partnership 1,428 Limited Partnership 6,439 Limited Joint Stock companies 1,050
  • 5. Categories of investors: Foreign investors from EU, EFTA, EEA members state Foreign investors from other countries than those mentioned above:  Holding the following permits in Poland Settlement permit Residence permit for a long-term European Community resident Residence permit for define period Residence permit for a tolerated stay Refugee residence permit Consent for a tolerated stay Permit to reside for a defined period and have been married to a Polish citizen residing in Poland Enjoying temporary protection Enjoy supplementary protection Holding a valid “Karta Polaka” Family members of foreign investors from the EU, EFTA or EEA members states, as set out by relevant legislation
  • 6. Basic information of LLC Minimum share capital PLN 5,000 (EUR 1,200) Minimum value of shares: PLN 50 (EUR 12) Number of founders: Min. one. Sole-shareholder LLC may not incorporate an LLC as the sole shareholder. Contributions: In cash or in kind When capital must be contributed: Before entering the LLC into the register. Shareholders’ liability: The shareholders risk is limited to the value of shares.
  • 7. Formation and Registration 1) The Articles of Association - must be executed in the form of the notarial deed at the public notary office. 2) Entry in the Court Register 3) The following REGISTRATIONS are required upon the entry in the Court Register: • Registration with the Statistical Office • Registration with the Revenue Office. Taxpayer's Identification Number (NIP) • Registration with the Social Security Office 4) Opening of a bank account
  • 8. Governing bodies of the LLC  shareholders’ meeting  management board  supervisory board  audit committee (optional unless the limited liability company has share capital of more than PLN 500,000 and at the same time more than 25 shareholders)
  • 9. Cost of incorporation The approximate costs of incorporation of a Company with a share capital of 5.000 PLN (approx. 1.200 EUR) are as follows: • 700 PLN – notary fee – increases with the value of the share capital, • 250 PLN – for the certified copies of the act, • 1000 PLN – sworn translation of documents and oral translation at the Public Notary Office, • 600 PLN – registration in the National Court Register
  • 10. Partnerships The Polish Code of Commercial Partnership and Companies provide for four types of partnership: Registered partnership (sp.j.) Professional partnership (sp.p.) Limited partnership (sp. k.) Limited joint stock company (S.K.A)
  • 11. Branch Office – basic information.  A branch office does not posses a legal personality.  May be established only in order to conduct any business activities within the scope of activities of foreign business entity.  The branch is a separate part of foreign undertaking which acts independently outsider the registered Office of entrepreneur.  Does not have formally distinguished property.  All actions of the branch office affects directly a foreign entrepreneur.  Do not have separate capital.  Foreign business entity bears the full liability.  Time: entire process of registration normally takes 5-6 weeks.
  • 12. Representative Office – basic information.  A representative office does not posses a legal personality.  Scope of activity it may conduct is restricted strictly to promotion and advertising of foreign entrepreneur on the territory of Poland.  No other business activity is allowed.  Foreign entrepreneur or foreign person entitled to promote the industry bears full liability.  Do not have separate capital.  Time: entire process of registration normally takes 3-5 weeks.
  • 13. Warsaw Office Piękna 1 B St. 00-539 Warsaw Email: kancelaria@kalwas.com Tel: +48(22)-628 66 57 Fax: +48(22)- 628 66 57 # 116 www.kalwas.com The content of the presentation cannot be applied as legal counselling as this will always be subject to actual and specific knowledge of the client’s situation.

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