Starting a Company

Company (legal structure, registration, other steps)

1. Legal Structure: Choose a legal form: 

Common forms include:

• Sole trader – this is the simplest form of business where one person is responsible for all aspects of the business. This form is popular with small entrepreneurs and freelancers.
• Civil partnership – is a form of business run by two or more people who run a business together. All partners are liable for the partnership’s obligations
• General partnership – is a type of company in which all partners are liable for the company’s obligations. However, the partners may enter into an agreement governing their shares and obligations.
• Partnership – this is a special type of company for certain liberal professions, such as lawyers, doctors or architects.
• Limited Liability Company. – is a legal form that limits the liability of the partners to the amount of their contribution to the company’s capital. It is a popular form for larger companies.
• Public limited company – this is a legal form for large companies that wish to raise capital through the public sale of shares.
• Limited partnership and limited joint-stock partnership – these are legal forms that combine features of a partnership and a capital company. In a limited partnership, at least one partner (the general partner) is liable for the company’s obligations without limitation, while the liability of at least one partner (the limited partner) is limited to the amount of the limited partnership, i.e. the amount he or she undertook to pay into the company.
• Simple company – a new form of company that has existed since 2021. Minimum of bureaucratic barriers and poor recognition among financial institutions.

COMPANY REGISTRATION 

Before setting up a company, it is worth preparing the necessary information to help with the registration process. The following data will be necessary to register your company:

• detailed personal data of the entrepreneur (including the TIN number, if it has ever been assigned; if you do not remember your number it is not a problem, you will not suffer any consequences because of it, nor will it prolong the registration process; in such a situation you must indicate in the form that you do not have a TIN number)
• the company name (remember that the name of a sole proprietorship must include the owner’s name, i.e. yours; you can also leave your name alone as the company name),
• PKD codes (one main code is obligatory and you may indicate unlimited number of additional PKD codes),
• date of commencement of business activity
• business address,
• tax office data,
• company bank account,
• choice of taxation method,
• details of the bookkeeping company and the place where the documentation is kept.

At www.ceidg.gov.pl you will find information on setting up a business, instructions on how to proceed and explanations of the most common doubts. You can register a sole proprietorship in several ways:

• by filling in the CEIDG-1 application form with any attachments and sending it online – this requires a trusted profile or a qualified electronic signature – this is the fastest and easiest form of setting up a business,With this form, your company will be registered in the Central Register and Information on Business Activity (CEIDG). 
• by filling in the form without logging in – then, after completing it, you should print it out, sign it and take it to the municipality office,
• by going to the municipality office to download the application in paper form, then fill it in and submit it,
• by sending the CEIDG-1 by post – this method requires a notarised signature confirmation.

You must know that the CEIDG-1 form is at the same time a notification of identification to ZUS (Social Security Authority), the Tax Office and GUS (Central Statistical Office).

VAT, ZUS AND OTHER OBLIGATIONS AND DECISIONS

The would-be entrepreneur should find out what formal obligations (under separate legislation) he or she will have in relation to starting a business. These include the obligation to:

• register for VAT,
• register with the Social Security Office as a payer of contributions (if he has employees)
• consider whether he is obliged to register as a VAT payer or not,
• keep records of sales on a fiscal cash register (and thus have to buy one).

In addition, it is worth thinking about optional issues concerning:

• registering for VAT – some taxpayers are obliged to register for VAT; the remaining group (unless their activities qualify for a subjective VAT exemption that prevents voluntary registration) can register for VAT of their own choice – sometimes this is advantageous from a tax point of view,
• a company stamp – a stamp is not obligatory, but sometimes makes it easier to deal with the authorities.
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Open a business bank account

You need to open a separate bank account for company settlements, unless you are a ‘micro entrepreneur’ (this is a category defined by law in the Enterpreneurs Act (the full act – in Polish – can be found here). A microentrepreneur has to meet jointly the two following conditions in at least one of the last two fiscal years:

1. employed on average less than 10 employees per year
2. achieved an annual net turnover (coming from sales of  goods, products, and services or from financial operations) not exceeding the PLN equivalent of EUR 2 million OR their total assets at the end of one of these years did not exceed the PLN equivalent of EUR 2 million;
3. Even in this case it might be useful to have a separate business account.

You are advised to compare offers from banks in Poland. You can choose from many brands operating worldwide and decide which offer best suits you. Consider the charges, check whether the bank offers any further guidance for companies and localisation of the branches, in case you will need to do something in person. Please note that mobile banking is very popular in Poland, and most of the services are available from your computer or smartphone.

It is useful to note that many banks (not only in Poland, but worldwide) sometimes require legalisation of documents if they originate from a different country than the one in which the company operates. It may be the case with your passport (which most surely will be required by a bank for review), if it is not issued by a Polish authority.

The legalisation is a process of making a document issued in one country usable in another one. You can do it yourself – in most countries it is done through a ministry of foreign affairs or its counterpart – or use the services of a specialised legalisation agency.

Useful website with instructions step by step

• https://www.trade.gov.pl/en/support/how-to-set-up-a-company-in-poland/
• https://www.google.com/url?sa=t&source=web&rct=j&opi=89978449&url=https://www.biznes.gov.pl/en/portal/0621&ved=2ahUKEwiSk9nNu-iGAxViGxAIHfYMAlQQFnoECBwQAQ&usg=AOvVaw3X9hy0wgn8U3qOvnYA9BCC