How to start a company in Poland. Part 2: Self-employment or sp. z o.o.? Differences between Polish companies

How to start a company in Poland. Part 2: Self-employment or sp. z o.o.? Differences between Polish companies

Last time (article here) we talked about what kind of companies can be run in Poland by foreigners. Now that you know that you can start all kinds of companies, it’s time to learn something what are their specifics and differences.

As a reminder – all Polish standard types of business activities are:

  • jednoosobowa działalność gospodarcza (sole trader/self-employment)
  • spółka cywilna (civil law partnership)
  • spółka jawna / sp.j. (general partnership)
  • spółka partnerska / sp.p. (professional partnership)
  • spółka komandytowa /sp.k. (limited partnership)
  • spółka komandytowo-akcyjna / S.K.A. (limited joint-stock partnership)
  • spółka z ograniczoną odpowiedzialnością / sp. z o.o. (limited liability company)
  • spółka akcyjna / S.A. (limited liability company)

You will find the differences between the different types of partnerships in the table below:

Type of company Civil law partnership Registered partnership Professional partnership Limited partnership Limited joint-stock partnership Limited liability company Joint stock company
Minimum number of founders Minimum two partners (natural persons, legal persons or organisational units having legal capacity) Minimum two partners (natural persons, legal persons or organisational units having legal capacity) Minimum two natural persons authorised to practise liberal professions (partners) Minimum two partners (natural persons, legal persons or organisational units with legal capacity), including one general partner (liable with all his assets) and one limited partner (liable with the amount specified in the contract) Minimum two partners (natural persons, legal persons or organisational units with legal capacity), including one general partner (liable with all his assets) and one shareholder Minimum two partners (natural persons, legal persons or organisational units with legal capacity Minimum one founder (natural person, legal entity or organisational unit with legal capacity). A single-member limited liability company may not be the founder.
Instruments of incorporation Contract in writing Contract in writing, unless the partner’s contribution is real estate (then notarial deed) or enterprise (contract with notarially authenticated signatures) Contract in writing, unless the partner’s contribution is real estate (then notarial deed) or enterprise (contract with notarially authenticated signatures) Agreement in the form of a notarial deed. It is possible to register a limited partnership in a simplified manner (the so-called S24), i.e. to conclude a partnership agreement without a notarial deed on the Internet. Articles of association in the form of a notarial deed Agreement in the form of a notarial deed (founding deed for a single- member limited liability company). It is possible to register a limited liability company in a simplified manner (the so-called S24), i.e. to conclude the articles of association without the form of a notarial deed on the Internet. Articles of association in the form of a notarial deed
Name- requirements When partners are natural persons, the name should include at least the first and last names of all partners together with the name “spółka cywilna” (civil law partnership) or abbreviation (sc.). It should contain the name of at least one partner or the name of the company, as well as the indication “spółka jawna” (registered partnership) or “sp. j.” It should contain the name of at least one partner and the words “and partner” or “and partners” or “spółka partnerska” (professional partnership) together with the name of the  profession (e.g. “architects”), the abbreviation is “sp.p.” It should contain the name or full business name of at least one general partner as well as the indication “spółka komandytowa” (limited partnership) or “sp. k.”. The name may not include the name or business name of the limited partner It should contain the name or full business name of at least one general partner, as well as the indication “spółka komandytowo-akcyjna”(limited joint-stock partnership) or “S.K.A.”. The name may not include the name or business name of the shareholder It may be freely chosen but must include the term “spółka z ograniczoną odpowiedzialnością” (limited liability company) or “spółka z o.o.” or “sp. z o.o.” It may be freely chosen but must include the term “spółka akcyjna” (joint-stock company) or “S.A”.
Registration Each shareholder is entered in CEIDG, register of national economy entities (REGON), National Court Register (KRS). Online registration is possible with S24 National Court Register (KRS). National Court Register (KRS). Online registration is possible with S24 National Court Register (KRS) National Court Register (KRS). Online registration is possible with S24 National Court Register (KRS).
Minimum amount of share capital None None None None PLN 50,000 The value of shares is at least PLN 0.01 PLN 5,000. The value of the share is at least PLN 50 PLN100,000

 

The value of share is at least 0,01

Accounting Simplified if the partners are natural persons and last year’s income did not exceed EUR 2 million. Full accounts in other cases Simplified if the partners are natural persons and last year’s income did not exceed EUR 2 million. Full accounts in other cases Simplified if the partners are natural persons and last year’s income did not exceed EUR 2 million. Full accounts in other cases Full Full Full Full
Who is income tax payer The partnership does not have legal personality. Partners are income tax payers. The partnership does not have legal personality. Partners are income tax payers. The partnership does not have legal personality. Partners are income tax payers. The partnership does not have legal personality. Partners are income tax payers. Corporate income tax – 19% or 9% (preferential for new companies). Additionally, the dividend is taxed at the rate of 19%. Corporate income tax – 19% or 9% (preferential for new companies). Additionally, the dividend is taxed at the rate of 19%. Corporate income tax – 19% or 9% (preferential for new companies). Additionally, the dividend is taxed at the rate of 19%.
Company authorities None None None; management board can be appointed None  1) general meeting; 2) supervisory board (if there are more than 25 shareholders in the company) 1) general meeting of shareholders; 2) management board; 3) supervisory board and/or audit committee or both in the case of partnerships the share capital of which exceeds PLN 500,000 and the number of shareholders exceeds 25 1) general meeting of shareholders; 2) management board; 3) supervisory board
Representation Each partner, unless the articles of association provide otherwise Each partner, unless the articles of association provide otherwise Each partner Each general partner may represent the company independently. Each limited partner may represent the company as its attorney-in-fact Each general partner may represent the company independently. Each shareholder may represent the company as its attorney-in-fact The company is represented by its Management Board. If the Management Board is composed of more than one person, two members of the Management Board or a member of the Management Board must act jointly with a commercial proxy to ensure effective representation (the company’s Articles of Association may provide for a different manner of representation). The Management Board may also appoint an attorney-in-fact. The company may be represented by a Management Board. If the Management Board is composed of more than one person, two members of the Management Board or a member of the Management Board must act jointly with a commercial proxy to ensure effective representation (the company’s Articles of Association may provide for a different manner of representation). The Management Board may also establish an attorney-in-fact
Liability Joint and several liability of all partners (including partnership’s and partners’ personal property) Joint and several liability of all partners (including partnership’s and partners’ personal property) Responsibility for commitments is shared between the partners. However, the articles of association may identify those partners who will be fully liable The partnership is primarily liable with its own assets. At least one general partner shall be liable with the entire property. At least one limited partner is liable up to the amount specified in the contract. The partnership is primarily liable with its own assets. A general partner shall be personally liable with all his assets, jointly with the other general partners. A shareholder shall not be liable for the company’s liabilities with his assets. The company is primarily liable with its own assets. Members of the Management Board are jointly and severally liable for the company’s liabilities with all their assets. The company is liable with its own assets. The shareholders bear only the risk of losing the shares of the company
Remuneration Partners have the right to equal share in profits Partners have the right to an equal share in profits, as well as to demand annually an interest payment of 5% on their capital share The share of each partner is equal regardless of the type and size of contributions. The partners have the right to demand an annual interest payment of 5% on their participation in the capital. The share of each general partner is equal, irrespective of the nature and value of the contributions, and the share of each limited partner is proportional to the contribution actually made by the limited partner to the partnership. The general partners and shareholders participate in the profit of the company in proportion to their contributions to the partnership. Shareholders are entitled to a share in the profit resulting from the annual financial statement and to be distributed pursuant to a resolution of the general meeting of shareholders. Profit attributable to shareholders is distributed in proportion to shares Shareholders have the right to a share in the profit shown in the financial statement, which has been audited by a certified auditor and which has been allocated by the general meeting for payment to shareholders. Profit is distributed in relation to the number of shares

Source: https://www.biznes.gov.pl/

Aside from establishing a company, you can also run jednoosobowa działalność gospodarcza (sole trader/self employment/sole proprietorship)

Sole trader (self-employment)

  • is the simplest form of establishment
  • is intended for natural persons
  • registered in the Central Register and Information on Economic Activity (CEIDG), you can register it online
  • it does not require a minimum amount of capital
  • accounting depends on the form of taxation
    • when taxing on a general basis (tax scale and flat-rate tax), simplified accounting (revenue and expenditure book) may be maintained, but only if in the previous year the revenue did not exceed the amount of EUR 2 000 000
    • for lump sums, records of lump sums are required
    • there is no obligation to keep accounting records for the tax card
  • the entrepreneur is liable with all his assets for obligations arising as a result of running the business
  • the company (name) of the entrepreneur given in CEIDG must include at least the name of the applicant – e.g. John Smith. It is possible to add other elements to the company, e.g. defining the profile of the activity
  • the entrepreneur has the sole right to represent his activity
  • the entrepreneur is a PIT payer
  • the entrepreneur may be subject to VAT

Source: https://www.biznes.gov.pl/

Would you like to know more? Do you want to start a business in Poland?

Feel free to contact us and take advantage of our services.

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