How to set up a company in Poland? Guide in 8 steps

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1. Registering your company As it was explained in the text about legal vehicles (link), there are 4 main legal

forms available for Chinese entrepreneurs who would like to establish a company in Poland. Chinese entrepreneurs who are already carring out a company abroad are also allowed to establish a branch office or a representative office in Poland – the procedure will be described below in the second step of the guidance. Nevertheless all these vehicles are obliged to register in the National Court Register (NCR).

To register a company several recquirements have to be satisfied. Firstly, the application form has to be fullfiled. Application form can be fulfilled and send either electronically, or bring it personally to the court that launches the NCR, or can be posted. Pratical tip Following documents have to be mandatory attached to the application:

- contract of establishing a company - list of the shareholders (or partners, depending on the legal form of the

company) with their adresses - document certifying the appointment of the members of the board of

directors and eventually another mandatory organ of the company - document certifying a consens for an appointment of representing

organs (procurators, liquidators) unless such a person has signed the application

- confirmation of the capital contribution The application also has to be charged (normally the fee amounts 600 PLN/167 USD).

Building of the National Court Register in Warsaw.

Source of the photo: http://pl.wikipedia.org/wiki/Krajowy_Rejestr_Sądowy

2. Applying for concession, permission for regulated activity or a license

Several activities are resticted not only for foreign but also for Polish entepreneurs under the condition of getting an appropriate concession. Activities connected with: mining and extracting minerals, explosives and weapons, fuel and energy, protection of people and goods, radio and television, air transport, runing a casino or storage of carbon dioxide demand a concession. To obtain an appropriate concession, an entrepreneur has to apply for it before the proper organ. If the number of concessions

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is limited the relevant organ can ask for a bid. Specific provisions about each concession are regulated in detail in the proper acts. It should also be underlined that the whole procedure is charged (fee amount depends on the art of the concession). Pratical tip As an example: condition of applying for a television concession are statued in the Television and Radio Act, the proper organ is the President of the National Radio and Television Council.

Another restriction are the so called „regulated activities“ and activities which demand a license. In such a case an entepreneur also has to obtain either a permission for a regulated activity or a license. However these procedures are not as demanding as an application for a concession.

Logo of the National Radio and Television Council – an organ responsible for concessions for

radio and television in Poland. Source of the image: http://www.krrit.gov.pl/en/homepage

3. Specific features of establishing a branch office or a representative office

Features of both these vehicles – branch office and representative office – as well as their advantages and disadvantages have already been considered in the text about legal vehicles (link). However in this place it is worth to consider how the specific procedure of registering both vehicles in Poland looks like. Pratical tip To carry out a representative office, a foreign entrepreneur has to register his company in the National Court Register (point 1). Additionally, a foreign entrepreneur is obliged to satisfy some other conditions like: appointing a representing person that will represent the company in Poland, using in Poland name of his company with an addition „oddzial w Polsce“ (Pol. „representative office in Poland“) or maintain a book-keeping in the polish language. On the other hand, foreign entrepreneurs who would like to establish a branch office in Poland are obliged to register their activity in the Register of the Branch Offices, which is driving by the Minister of Economy. A Company that wants to establish a branch office in Poland is obliged to add to his company name „Przedstawicielstwo w Polsce“ (Pol. „Branch office in Poland“) and maintain a book-keeping in Polish.

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Logotype of the Polish Ministry of Economy – the Minister of Economy is responsible for driving the Register of the Branch Officess

Source of the image: http://en.wikipedia.org/wiki/Ministry_of_Economy_(Poland)

4. Bank account Another important step is to open a bank account. An entrepreneur who is paying

or is getting a money fulfilling at least one of the 2 conditions below: - Either a transaction proceeds between a foreign entrepreneur and another

entrepreneur (so consumer transaction is excluded) -or a worth of the transaction amounts more than 15.000 EUR

is obliged to use a bank account. Pratical tip Because of these conditions most entepreneurs have to possess a bank account.

A foreign enrtepreneur is free to choose the bank where he would like to open a bank account. Above

logos show some of the banks available n Poland. Source of the image: http://www.creditfinance.pl/loga.JPG

5. Social Insurance Insitute - ZUS To register a company in the National Court Register an applicant also has to

obtain an entry in the Social Insurence Institute (Pol. ZUS) and thereby get an individual number as a insurance contributions payer. Pratical tip The National Court Register is passing all the details to the Social Insurance Institute. However, if the Institute needs more information, an entepreneur is obliged to satisfy such a demand.

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Headquarters of the Social Insurance Institute (ZUS) in Warsaw.

Source of the photo: http://www.ekonomia.rp.pl/galeria/888872.html

6. Registration in the Central Statistical Office in Poland – Regon No.

All entrepreneurs have to obtain the so called „REGON“ – 9 – digital ID number. Pratical tip To get this number an entrepreneur has to apply to the Central Statistical Office of Poland. However, due to s. c. „one window“ policy, an entrepreneur who is registrating his company in the National Court Register will also obtain an entry in the Social Insurance Institute, REGON number and registration in the Tax Office.

Logo of the Central Statistical Office in Poland (Pol.“GUS“) – responsible for allocation of the REGON

Number Source of the image: http://geo.stat.gov.pl/efgs

7. National Labour Inspection and National Sanitary Inspection If an entrepreneur wants to hire employees, he is obliged to register his activity in

the National Labour Inspection and in the National Sanitary Inspection. Pratical tip To fulfill these duties, an entrepreneur has 30 days in case of the National Labour Inspection and 14 days in case of the National Sanitary Inspection. Both deadlines are counted from the day of an establish of the company.

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These two organs – National Labour Inspection (Pol. „PIP“) and National Sanitary Inspection (Pol. „SANEPID“) are responsible for giving a permission an entrepreneur who would like to hire some

employees Sources of the images: http://naszbiznes24.pl/lewiatan-przeciwny-uprzywilejowaniu-panstwowej-

inspekcji-pracy/ and https://polskiemedium.wordpress.com/2012/07/02/sanepid-otrzymuje-nowe-uprawnienia/

8. Tax office As already mentioned above, fulfilling the application form in the National Court

Register includes an application for the Tax Office. Pratical tip However, in this case an entrepreneur has to file a supporting registration form within 21 days from a registration in the NCR. Finally an entrepreneur gets a NIP – the Number of a tax identification.

Building of the Tax Office in Warsaw. Source of the photo: http://fotopolska.eu/biurowce,700,20/woj.mazowieckie.html

© Wenfei, Zurich, Mai 2015