Andrzej Kalwa. Setting up a Business in Poland 07.06.2013
“Setting up a Business in Poland”
A presentation by:
Managing & Founding Partner
Kalwas&Partners Law Office
Moscow, 7 June 2013
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
• 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.
Types of companies
PARTNERSHIPS CAPITAL COMPANIES
• Limited Joint-Stock
• Limited Liability
Numbers of registered entities
Type of company or
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
Categories of investors:
Foreign investors from EU, EFTA, EEA members state
Foreign investors from other countries than those mentioned
Holding the following permits in Poland
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
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
Before entering the LLC into the
Shareholders’ liability: The shareholders risk is limited
to the value of shares.
Formation and Registration
1) The Articles of Association
- must be executed in the form of the notarial deed at the public
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
• Registration with the Social Security Office
4) Opening of a bank account
Governing bodies of the LLC
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)
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
• 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
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)
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
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
Do not have separate capital.
Foreign business entity bears the full liability.
Time: entire process of registration normally takes 5-6 weeks.
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.
Piękna 1 B St.
Tel: +48(22)-628 66 57
Fax: +48(22)- 628 66 57 # 116
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.