Civil Law Partnership (Spółka cywilna)
General partnership (Spółka jawna)
An association of individuals or enterprises united in the achievement of a joint contractual purpose. The partnership agreement should be drawn up in writing.
Suitable for small businesse. Partners have to register in the register of individual entrepreneurs. For foreigners from outside the EU and EEA, there are additional conditions and they need to have specific permits to be able to conduct such business in this form.
Professional partnership (Spółka partnerska)
Limited Partnership (Spółka komandytowa)
Partnership conducts business under its own business name, which has to include at least one of the partners’ surname. The partnership agreement must be drawn up in writing to be valid (the notarial form is generally not required) the general partnership must be registered in the National Court Register.
Only natural persons can be partners. The personal liability of the partners can be excluded with regard to professional errors for which one individual partner is alone responsible.
The difference between a general partnership (spółka jawna) and a limited partnership (spółka komandytowa) is that in the second one, at least one partner (limited partner) has limited liability towards the partnership’s creditors. Consequently, there are two groups of partners in the limited partnership: general partners – which have exactly the same legal status as partners in a registered partnership, and limited partners, which: have limited liability towards the partnership’s creditors (civil right obligations) and are not responsible for example for partnership’s tax obligations.
The classic company form for small and medium-sized businesses with not a big business risk. For foreigners from outside the EU and EEA, there are additional conditions and they need to have specific permits to be able to conduct such business in this form.
A legal form specifically designed for the joint exercising of professional freelance activities. . For foreigners from outside the EU and EEA, there are additional conditions and they need to have specific permits to be able to conduct such business in this form.
Suitable for medium-sized companies seeking additional start-up capital from persons who prefer a limitation of liability. Limited partnership has to run full accounting (identical as in limited liability company / sp. z o.o.) and submit financial statements with National Court Register.
Limited Joint- Stock Partnership (Spółka komandytowoakcyjna)
In a limited joint-stock partnership there are at least two partners: a general partner and a shareholder. The general partner bears unlimited liability for the obligations of the limited joint-stock partnership. General partners and shareholders may be natural persons, legal persons, organizational units without legal personality that have legal capacity.
The minimum share capital of a limited joint-stock partnership is PLN 50,000. The form is intended for medium businesses.
Visa and Residence permit
Polish Investment Zone
All EU citizens can set up businesses and take up self-employed work in Poland without the requirement of any permit. Stay over a period of more than 3 months must be registered at local authorities. Most non-EU nationals need a visa to enter Poland, but there are several exceptions.
Polish Investment Zone is an instrument designed to support entrepreneurs in making new investments on Polish territory. In principle, this suport is based on the granting of a tax exemption as part of the entrepreneur’s impelmentation of new investments. The tax exemption takes place on the basis of the suport decision granted.
As a rule, foreigners from countries outside the EU, EEA, and Switzerland who want to work legally in Poland must have a work permit.
Carry out of certain investments in Poland may allow the entrepreneur to be exempt from income tax for a certain period of time.
Public aid
Polish Public Institutions offer support for entrepreneurs who conduct business activities and meet requirements to receive public aid. Public aid is offered in various forms. Mostly the support comes mainly from EU funds.
Carry out of certain business activities and investments in Poland may enable the entrepreneur to obtain public aid provided that certain requirements are met.
Employment
Topic Feature
Work permit EU citizens are released from the obligation to obtain a work permit. Foreigners from the aforesaid countries and their families will have to register their stay in Poland, if it is longer than 3 months.
As a rule, non-EU citizens, as employees or board members of Polish companies, require work permits.
Remarks
Working visas are granted by the consulate in the foreigner’s permanent place of residence upon presentation of the work permit promise.
Labour law
Polish labour law issues are mainly regulated in the Labour Code. It specifies the rights and duties of all employees, regardless of the category of work and the legal basis of the employment relationship. This does not apply to workers rendering services on the basis of civil law contracts (i.e. service contracts).
The minimum remuneration for work for full-time employees is specified by law and in 2024 (from 1st of January) amounts to PLN 4242,00 (gross amount, i.e. prior to the payment of any taxes, social security, or other mandatory payments). A minimum of 20 days of paid holidays a year is guaranteed (26 days for employees with 10 years of seniority). In general, working time may not exceed eight hours per day and an average of 40 hours per week in a five-day week on average within a reference period not exceeding four months. The total weekly working time with overtime hours cannot on average exceed 48 hours in a reference period.
The notice period for termination of employment depends on the seniority of the employee and ranges between 2 weeks and 3 months. The exact notice period is determined by the type of the agreement and the duration of employment under the contract.
The social security system may be different for a sole proprietorship, partnership, and employees working under employment contracts or civil law contracts. This means that different contributions will be paid in different situations. Each case requires a separate analysis..
In the case of a contract of employment insurance premiums depends on the amount of remuneration, you can calculate here: https://wynagrodzenia.pl/kalkulator-wynagrodzen
Social security system
Value Added Tax (VAT)
The standard VAT rate is 23%. Certain goods and services are covered by the reduced VAT rates, for example:
• the rate of 8% applies to hotel services or passenger transport services,
• the rate of 5% applies to certain agricultural products or books. Moreover, the VAT rate for for the basic food products was temporarily reduced to 0% as anti-inflation measure,
• the rate of 0% may apply to intra-community supply of goods and export of goods.
Some services, including for example healthcare, are VAT-exempt.
In certain cases the reverse-charge-system has to be applied.
From January 1, 2022 Poland has introduced the National e-Invoice System that allows for issuing and receiving e-Invoices. The mandatory National e-Invoice System is postponed till:
February 1, 2026 – for taxpayers with sales (turnover) exceeding PLN 200 million in a taxable year,
April 1, 2026 – for other taxpayers.
As of January 1, 2023 the taxpayers – under certain conditions – are able to form a VAT group.
VAT exemption may be applied at a very low turnover (up to 200,000 PLN).
VAT taxpayers are required to apply for a VAT-Identification-number in Poland.
Transfer Tax (PCC)
The transfer tax is levied for example on:
• sales agreements,
• loan agreements,
• donation agreements,
The transfer tax rate depends on the type of transaction. For example in case of sale of immovable property the tax rate is 2%. Certain transactions may benefit from the tax exemption, for example loans granted to capital company by its shareholder.
Local Taxes (e.g. Real Estate Tax)
Non-resident taxation
Other charges and duties
Local taxes include:
• real estate tax,
• road vehicle tax (generally imposed on trucks and buses),
• agricultural tax,
• forestry tax,
• inheritance and donations tax.
Local communities are entitled to establish rates and/or exemptions for the above taxes within the limits set by Parliament (except for the inheritance and donations tax).
Non-residents (companies, individuals) are considered to have a limited tax liability in Poland. They are subject to the income taxation in Poland on the Polish-sourced income only.
As of January 1, 2024 Poland implemented new obligations and charges related to single-use plastic packaging of beverages or food offered to endusers.
