Registration of business activity in Poland

While establishing a business in Poland we must remember about obligatory registration. Entry in an appropriate register gives the right to conduct business activity (this does not apply to a limited liability company and a joint-stock company which may conduct activity prior to registration).

The legal form of an entrepreneur determines the register.

Note! There is a requirement that documents written in a foreign language have to be presented to adequate authorities in original or as legally authenticated transcripts or as extracts together with their Polish sworn translation.

All forms, applications, and other documents addressed to Polish administrative or judicial authorities must be made up in Polish . To avoid the necessity of a sworn translation, it is common to make up foreign entities’ documents which must be signed by an authorised person acting on behalf of those foreign entities, such as a power of attorney or resolutions of authorities, in bilingual versions. This does not concern official documents.

The table below shows which registers specific entrepreneurs are entered in:

Central Registration and Information on Business (CEIDG)	Natural persons conducting a single-member activity; Partners in a civil-law partnership (not a civil-law partnership!)
	The entrepreneur may take up business activity on the day of submitting an entry application unless he provides a later date in the application.
	The entry application is free of charge and should be made up on the CEIDG-1 form, which then has to be submitted: In a chosen municipal (city) office; the entrepreneur is not territorially restricted and may submit the application in an arbitrarily chosen municipal/city office (the requirement to settle this matter in the municipal/city office adequate to the place of residence is currently no longer in force). It may be done in person or by post (registered letter). Posting the application requires signature authentication by a notary (the notarial fee for signature authentication is 20 PLN), or Through www.ceidg.gov.pl website (requires logging into the system and having a secure electronic signature, or setting up a trusted profile on www.epuap.gov.pl platform)
	More information
National Court Register (KRS)
	Partnerships - a registered partnership, a professional partnership, a limited partnership, a limited joint-stock partnership. Capital companies - a limited liability company, a joint-stock company. Foreign entrepreneur’s branches. Societies. Foundations.
	The entrepreneur may take up business activity after registration. However, this does not refer to capital companies which become organisational units upon signing a deed of partnership (a limited liability company), or taking-up shares from first issue (a capital company). The Code of Commercial Companies grants legal personality to such companies and, in compliance with the Act on freedom of business activity, they may conduct business activity for up to 6 months (as so-called companies in organisation). The company has to be registered in the KRS before the above mentioned period is over, otherwise it shall be dissolved by force of law
	The application for a KRS entry must be made up on official forms, which are available in commercial court buildings (including KRS branches) as well as in the National Court Register Central Information main office. The forms are also available in electronic form on the Ministry of Justice website. The application has to be submitted: In court adequate to the company’s registered office, in person or by post. Online, in a S24 mode (only for limited liability companies) or through the information and communication technology system by a registered user. This system is available on the Ministry of Justice website, https://ems.ms.gov.pl/. Besides setting up an e-account by a person making the application, S24 registration requires filling in a registration form and other documents and signing them with an electronic signature. A secure electronic signature is not necessary. Online (other companies), by a registered user through the information and communication technology system. The system is available on the Ministry of Justice website. Applications, together with attachments, have to be signed with a secure electronic signature verified by a valid qualified certificate. Also documents on the basis of which the KRS entry is made have to be signed like this. This also applies to official copies of notarial deeds. Online registration is available to Polish citizens and to foreigners. While setting up an account in the system, foreigners must indicate that they do not have a Polish citizenship in which case PESEL number is not required. However, in each case it is required to specify the type of identity document used by a natural person. Apart from an identity card, the system allows the use of a temporary identity card, a temporary identity certificate, a permanent residence card, a foreigner’s proof of identity, a temporary residence card and a passport.
	Fees for registration proceedings (refers only to companies): 500 PLN – per application for a permanent entry and 100 PLN – for an announcement in the Court and Business Monitor
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Rejestr przedstawicielstw przedsiębiorców zagranicznych	Przedsiębiorca zagraniczny, tj. osoba zagraniczna, wykonująca działalność gospodarczą za granicą oraz obywatel polski, wykonujący działalność gospodarczą za granicą
	An application for an entry in the Foreign Companies Register with a confirmation of stamp duty payment and with required documents such as: a document specifying the address of a foreign entrepreneur’s registered office, rules of representation and a list of persons authorised to represent him, a document certifying a foreign entrepreneur’s registration, a document confirming the right of a foreign entrepreneur to the use of premises as a principal place of business. The application may be sent by post to the following address: Ministerstwo Gospodarki, Departament Handlu i Usług, Plac Trzech Krzyży 3/5, 00-507 Warszawa, or it may be submitted in the chancellery on the ground floor in the Ministry’s building. The application must be made up in Polish. Documents drawn up in a foreign language have to be presented along with a Polish translation made by or verified and certified by a sworn translator. A list of sworn translators. Official copies of documents confirming an entrepreneur\'s registration have to be certified through apostille if the entrepreneur operates in the territory of states which are parties to the Hague Convention of 5 October 1961 on the Abolishing of the Requirement of Legalisation for Foreign Public Documents. If an entrepreneur operates in states which are not parties to the Hague Convention, documents have to be certified through legalisation.
	Stamp duty charge for an entry of a representative office in The Foreign Companies Register amounts to 1 000 PLN.
	More information

Commercial companies

A commercial company is a form of cooperation for profit. It has the status of an entrepreneur and is established by executing a proper agreement, as regulated by the provisions of the Code of Commercial Companies, after obtaining a KRS entry. There are capital companies (a limited liability company and a joint-stock company) and partnerships (a registered partnership, a professional partnership, a limited partnership, and a limited joint-stock partnership).

Partnerships

The cooperation of at least two people is required to establish a partnership. However, there is no obligation of a minimum share capital (except in a limited joint-stock partnership). The partners, their professional qualifications, and work performed are of the biggest importance. All partnership’s operations which result in assuming obligations are secured by the partners’ liability. As a rule, partners’ liability is :

unlimited – for all obligations of the partnership, including tax obligations;
personal – with all assets of a partner;
joint and several – a creditor may demand that a claim be settled by the partnership or by one, some, or all partners;
subsidiary – a creditor may execute upon the assets of a partner if an execution upon the assets of the partnership has proved ineffective.

The above mentioned rules may vary depending on the form of partnership .
A partnership is established upon registration in the KRS. From then onwards it is a separate legal entity, a so-called imperfect person, an organizational unit without legal personality to which the KRS granted legal capacity.

In its own name the partnership may acquire rights, including the ownership of real estate and other property rights, assume obligations, and sue and be sued.

The only taxpayers are partners in the partnership, not the partnership itself (except in a limited joint-stock partnership) and that is why only a partner’s income is subject to taxation. Depending on whether the partner is a natural or a legal person, he will be subject to personal income tax (PIT) or to corporate income tax (CIT).

Capital companies

A capital company may be established by a single entity if this entity it is not a single-member limited liability company. There is an obligation of a minimum share capital. Shareholders bear no liability for the company\'s obligations, except for the period of company in organisation. Then, shareholders bear joint and several liability (along with the company and persons acting in its name) up to the value of unpaid contribution to cover taken up shares.

A capital company becomes a separate legal entity upon the deed of partnership (in case of a limited liability company), or upon taking up of all the shares (in case of a joint-stock company). From then onwards it may conduct business activity because it becomes a company in organisation – a so-called imperfect person. In practice, this means that a company in organisation possesses the necessary qualities to operate on the market.

This has significant meaning in the process of establishing the company proper. Right after formation, the company may rent premises for office purposes, or open an own bank account. The business name of a company in organisation has to contain the additional designation „w organizacji” (in organisation). If such a company is not entered in the KRS within 6 months from the deed of partnership (a limited liability company) or from the taking up of all shares (a capital company) or from the time when a court’s order declining the registration of the company became final and unappealable, it will be terminated by force of law. Upon entry in the register a capital company becomes the subject of rights and duties of a company in organisation. This means that a proper capital company is a legal continuation of a company in organisation – it has to pay assumed debts and may execute acquired rights. Upon entry in the KRS it becomes a legal person.

This means that it has the capacity to act in law in its own name, as well as to acquire rights and to assume obligations through its own actions. The company does it through its authorities comprising natural persons acting on and in behalf of the company.

The income of a capital company and a limited joint-stock partnership is subject to double taxation – once at the company level, as a corporate income tax payer, and then for the second time at the shareholder level when a dividend is paid. The description of some forms of conducting business activity in Poland is presented in the following subsections.