The Republic of Poland is a country located in Central Europe. Poland is the fifth most populous member state of the European Union, with a population of nearly 38,5 million people. Poland became a member of the European Union on 1 May 2004. The złoty is the official currency and legal tender of Poland.
The Polish legal system is a ‘continental’ one. Poland, among other European countries such as France, Spain or Germany has codified its laws, so the main source of law in Poland are the Constitution, the legal statutes, ratified international treaties, as well as ordinances. The legal system is heavily influenced by and in compliance with EU law.
In relation to commercial matters the following codes are significant:
- The Civil Code of 23 April 1964 (J.L. No. 16, item 93 as amended) is the basic normative act that provides origins for the entire sphere of private law.
- of 15 September 2000 (J.L. No 94, item 1037 as amended) regulates the creation and organization of companies, their functioning, dissolution, joining, division and transformation.
The Polish economy is the eighth largest in the EU and the biggest among the former Soviet states.
Poland has recorded constant economic growth since its economy was liberalized in 1990. Even during the recession of 2008-09, the companies were able to continue their development.
The largest component of its economy is the service sector (62.3.%), followed by industry (34.2%) and agriculture (3.5%).
Many foreign companies operate in Poland. Over 2/3 of the foreign capital has been invested in the service sector. These investments are visible in real estate services, telecommunications, the IT industry, and business services.
Further foreign investments were made in the automotive industry (GM, BMW, Volkswagen, Volvo, Toyota, and Fiat).
Poland maintains close business relations with Germany, France, and the USA.
Rules of conducting economic activity in Poland by foreigners
Foreign persons (i.e. individuals with residence and foreign legal entities) may generally (but not always) set up and pursue business activity in Poland under the same conditions as Polish persons.
Forms of business activity in Poland are divided into:
- Sole trader (self-employment)
The Code of Commercial Companies specifies two kinds of companies:
- registered partnership (spółka jawna)
- professional partnership (spółka partnerska)
- limited partnership (spółka komandytowa)
- limited joint-stock partnership(spółka komandytowo-akcyjna)
b. companies / capital companies :
- limited liability company (spółka z ograniczoną odpowiedzialnością)
- joint stock company (spółka akcyjna)
- simple joint stock company (prosta spółka akcyjna)
Among the companies, the most common form of conducting business activity in Poland is a limited liability company (LLC). As a separate legal entity, the Polish LLC is liable for its legal obligations, debts, loans, and judicial court judgments. The shareholders’ liability is limited to their contribution of the share capital. Foreigners can own 100% of the shares in an LLC. It may be established by a single person or by more persons. The required minimum share capital is low (5 000 złoty). Online registration is quick, it may even take only one business day.
Generally, legal entities in Poland are subject to a corporate tax of 19 % and individuals of 17 %/32 % or 19 % (the rate pertaining to individuals depends on the form of taxation adopted by the taxpayer).
The standard corporate tax (CIT) for legal entities is 19 %. From 1 January 2019, a lower 9 % CIT rate for ‘small taxpayers’ has been introduced. Companies that are subject to CIT with revenues of up to 2 million euros in the given tax year and companies starting business activity are able, under certain conditions, to use the 9 % CIT rate.
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