Sole proprietorship
This is quite a popular form for conducting a small business by individuals.
A person running this type of activity is liable for all obligations arising from it with all personal assets.
Sole proprietorship is registered in the Business Activity Register held by the municipality alderman or the mayor of a city. The sole proprietor is subject to personal income tax (PIT).
Civil partnership
A civil partnership may be established under the regulations of the Civil Code by at least two natural persons or legal entities.
An important feature is the lack of legal personality and the inability to act in its own name in the economic exchange of goods and services.
The partners are jointly and severally liable for the partnership’s liabilities.
Partners in civil partnerships must be registered in the Business Activity Register. However, the civil partnership should be registered in the National Court Register as a registered partnership when its annual income in two consecutive financial years reaches a value that according to the accounting law results in the duty to keep books of accounts, i.e. EUR 800,000. In such case, it should be registered by the close of the second financial year. After registration, the civil partnership becomes a registered partnership.
Commercial partnerships
Partnerships do not have a legal personality, however they may purchase rights, incur obligations and be subject to court proceedings. The Commercial Companies Code provides for four types of partnerships:
Registered partnership
A registered partnership is a personal partnership, established under the regulations of the Commercial Companies Code to conduct business activities on a larger scale than a civil partnership.
It is established on the basis of a written agreement (otherwise void) and has to be registered in the Register of Entrepreneurs in the National Court Register.
All partners have an unlimited liability for the partnership’s liabilities and their liability may not be excluded.
All partners are entitled to run and represent the entity, however a partner may be excluded from the representation, either upon the court’s ruling or agreement reached between the partners on that subject matter.
Limited partnership
The main feature of a limited partnership is that it has two types of partners: at least one bears a personal unlimited liability for the partnership’s obligations, whilst the others are liable only up to the amount specified in the partnership agreement.
A notary deed is required to establish a limited partnership (otherwise void). A limited partnership has to be registered in the Register of Entrepreneurs in the National Court Register.
Professional partnership
A professional partnership is established by partners for the purpose of performing a profession and thus it is available only to a selected number of professions (defined as “free professions”).
The law establishes the closed list of such professions, i.e.: barrister, pharmacist, architect, civil engineer, chartered accountant, insurance broker, tax advisor, auditor, doctor, dentist, veterinary surgeon, notary, nurse, midwife, legal adviser, patent agent, property expert , sworn translator, stockbroker, investment advisor.
The main feature of such a partnership is that its partner is liable only for his/her obligations arising from activities conducted and for the actions of persons working for the partnership under his/her management and does not bear any liability for activities/obligations/losses of the remaining partners.
A notary deed is required to establish a professional partnership and the entity is subject to registration in the National Court Register.
Each partner is entitled to represent a partnership independently, unless stipulated otherwise in the articles of association. A partner may be excluded from representation upon a resolution adopted by the other partners.
Limited joint-stock partnership
This type of partnership constitutes a combination between a joint-stock company and a limited partnership.
A limited joint-stock partnership is established by two types of partners: at least one partner is fully responsible for the partnership’s obligations, and at least one partner being a shareholder is free from the partnership’s liability but on the other hand, is obliged to acquire and pay up the shares.
Rules of representation also vary, i.e. partners may represent the entity, whereas shareholders may do so only on the basis of a power of attorney. The entity is managed on a daily basis by partners.
This partnership may have such corporate bodies as general meeting and a supervisory board.
The minimum contribution to the partnership is PLN 50,000. A notary deed is required to establish a limited joint-stock partnership. Such a partnership is subject to registration in the National Court Register.
Branch office and representative office
The Act on Freedom of Economic Activity provides for the possibility to use such forms of business as a branch office and a representative office.
Branch office
By reciprocity, foreign investors, natural and legal persons, are allowed to establish branches in Poland to conduct business activities, including banking, insurance establishments and foundations.
A branch is a part of a foreign company that does not have its own legal personality, but conducts business in Poland.
It is required that a branch conducts its activity only within the scope of the foreign entity activity. The branch may conduct business activities in Poland only upon being entered into the National Court Register.
A branch may employ Polish and foreign individuals.
Representative office
Foreign entrepreneurs may also establish representative offices in Poland.
The activities of representative offices are strictly limited to advertising and promotion of their foreign business. The representative office must be registered in the register of representative offices. The register is held by the Ministry of Economy.
A representative office may employ Polish and foreign individuals.
Companies
