Company Law in Poland

The Company law in Poland is based on several Acts, including Act 1982 Cooperative law, Act 2000 Code of Commercial Partnerships and Companies or Act 2008 on Public-Private Partnerships.  Although there are very few differences in comparison to German or French company law, it is recommended that you consult the Polish law before incorporating a company in Poland in order to obtain at least basic information on incorporation and functioning of Polish companies.

TYPES OF COMPANIES

Under the Code of Commercial Partnerships and Companies, the types of companies that can be set up in Poland are a registered partnership, a professional partnership, a limited partnership, a limited joint-stock partnership, a limited liability company and a joint-stock company. There is also a civil law partnership that is regulated by the Civil Code in Poland.

The Code states that a registered partnership is not a legal person, but it also stipulates that it can execute contracts, so it has a similar role to a legal person, the same way as professional partnerships. As far as the limited partnership is concerned, its name cannot contain the name of one of the limited liability partners. The corporation’s name can only include at least one of the names of the partners whose liability is unlimited.

When it comes to limited liability companies in Poland, a management board is compulsory, but the company can be registered by only one shareholder. However, the Polish company law requires for a joint stock corporation a management board, as well as a supervisory board. All types of companies need to be registered to the Companies’ Register and published in a special gazette, called Monitor Sadowy i Gospodarczy.

OTHER RULES

In order to register a company in Poland, the commercial code states some steps of the procedure. At first, you need to sign a notarial deed of establishment and then decide upon a contract on the registered office of the company. After gathering all the necessary documents, one has to go and register to the National Company Register and then apply for a tax identification number at the local tax office. As mentioned previously, you are also supposed to publish the registered company in the official gazette, and then go to the statistical office in order to obtain a statistical REGON number.  Last but not least, you must open a bank account at a bank in Poland and then register you employees to the labour inspectors and social security agency.

BridgeWest offers assistance for setting up a company in Poland, including virtual office and other related services.