The system of commercial companies law in Poland

Basic issues of company law & corporate law the Polish perspective.

The Polish Company Act consists of various Acts that govern the operations of companies in the country. These include the Accounting Act, the Commercial Companies Code, and the Freedom of Economic Activity Act.

Foreign investors in Poland are allowed to carry out their business activities in the country under the same rights as local citizens. This rule applies to individuals from other countries who have a work permit or residence permit in Poland. However, foreign investors from other countries are not allowed to operate in certain types of companies in the country.

Types of Polish companies

Pursuant to the Polish Companies Act, there are partnerships and limited liability companies that may be registered in Poland (the National Register of Entrepreneurs):

Aside from these, foreign investors as a joint-venture capital (VC) and private equity (PE), can also establish subsidiaries and branches in Poland. Through our company formation agents, we can help you establish a successful business venture in the country.

Company registration in Poland

All types of companies (partnerships and capital companies) in Poland must be registered in the National Court Register – Register of Entrepreneurs. The company as a legal entity must also be registered with the tax office and the social insurance institution (ZUS). All registered companies are required to submit annual financial statements, and Polish law also requires that certain types of companies meet the auditing and accounting requirements according to international accounting standards.

Company authorities in Poland

Each company must have executive bodies, e.g. the company’s management board, and some require the addition of a supervisory body – the board of directors.

Registration of the company in Poland

All types of companies (partnerships and capital companies) in Poland must be registered in the National Court Register – Entrepreneurs Register. The company as a legal person must also be registered with the tax office and the Social Insurance Institution. All registered companies are required to submit annual financial statements, and Polish law also requires that certain types of companies meet the auditing and accounting requirements in accordance with international accounting standards.

Company management in Poland

Each company must have executive bodies, inter alia management board, and some require the addition of a supervisory body – the board of directors.

Polish companies must have governing bodies. The board of directors is the executive body. In addition, in a joint-stock company, a limited joint-stock partnership and a limited liability company whose share capital exceeds PLN 500 thousand PLN, or the company has over 25 shareholders, a board of directors must be established. This body makes important decisions in the company and supervises the management board of the company, whose members are appointed.

Registered Capital

Companies in Poland must have an individual bank account in order to deposit the required minimum share capital required for registration, which for limited liability companies is min. PLN 5,000 and for joint-stock companies PLN 100,000.

Suspension or termination of activity

Companies in Poland may decide to voluntarily suspend their activities or completely cease their activities (voluntary liquidation) or may be forced by a court decision to cease their activities (liquidation or liquidation by a court decision). Dissolution and liquidation of a company are specific processes that should be dealt with by representatives who form companies in Poland (company liquidators).

VAT tax (Value-Added Tax)

Legal persons are also obliged to perform activities related to VAT registration in Poland, where applicable for the categories of goods that are placed on the market.

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Key words: company law, companies law, adviser, corporate law, National Register of Entrepreneurs, polish law, Court register, jont-stock company, limited liability company, register company.