Company Formations: A jurisdictional guide to setting up a business

QUESTION ONE – What are the most common structures used when international clients want to form a company in your jurisdiction? Any examples?

The limited liability company may be established for any purpose allowed by law, including non-profit. It may be established by one or more natural or legal persons (as long as it is not incorporated solely by another sole shareholder). The minimum share capital amounts to PLN 5,000.

The company is represented by the management board and is composed of one or more members appointed from among the shareholders or from other persons. The management board consists of one or more members (natural persons with full capacity for legal actions).

The company is liable for its debts and obligations with its whole property without any limitations. Members of the management board may be liable for the compa­ny’s obligations when enforcement proceedings against the company have proved ineffective.

QUESTION TWO – Please detail some of the favourable and unfavourable legislation that businesses considering establishing a presence in your jurisdiction should be aware of? How can you help them to streamline the process?

The biggest difficulty with the establishment of companies is the time needed. The articles of association must be signed before the Polish public notary, but Polish registered courts are overloaded, and waiting for registration of the company may take up to three months.

We can support clients and accelerate the procedure, by representing them before the notary, so a personal appearance by the client in the notary office is not neces­sary. We will also represent clients throughout the whole registration procedure. It should be also noted that the company exists and may operate from the conclusion of the articles of association before the notary, despite the lack of registration. Although the company exists, the company in an organisation may not open a bank account.

To avoid any doubts, the institution of ‘nominee’ does not exist under Polish law.

The Polish government has introduced the following tax solutions that are beneficial for entrepreneurs:

  • General CIT tax rate is 19 per cent, however, a lower CIT tax rate of 9 per cent is available for;
    • non-capital revenues;
    • any revenues generated in the tax year that does not exceed the amount expressed in PLN equivalent to the equivalent of EUR 1,200,000.
  • Sales made by a taxpayer starting business activity during the tax year is exempted from VAT, if the value of anticipated sales does not exceed, in propor­tion to the period of business activity in the tax year PLN 200,000.
  • Tax relief – innovation box – provides an application of a preferential tax rate of 5 per cent (previously 19 per cent) on income derived from qualified intellectual property rights, created, developed or improved as a result of a research and development activity conducted by the taxpayer.
  • Tax relief – R&D relief – allows an additional deduction from the tax base so-called eligible costs obtained from revenues incurred, i.e. a part of tax-deductible costs incurred for research and development activities.

QUESTION THREE – What due diligence is required to be undertaken by company formations agents under anti-money laundering laws in your jurisdiction?

There is no such institution in Poland as an agent of the company.

In accordance with Polish law we, as a professional representative of the client, will take the following actions:

  • verification of the identity of the client and the beneficial owner;
  • verification of the identity of a person authorised to act on behalf of the client and verification of its identity and authority to act on behalf of the client
  • verification of the aim of the transaction

We also need a client statement concerning the source of assets involved in a transac­tion and not being a politically-exposed person.

Contributing Advisors