Types of Polish Companies

Polish law allows many forms of doing business on its territory. In conformity with The Code of Commercial Companies, published in The Official Gazette of Poland No. 94, pos. 1037, the main categories of enterprises are as following:

a) Polish Sole proprietorship (Dzia?alno?? gospodarcza)

It is the simplest and least-regulated form of business entity. This type of enterprise is usually owned and run by one individual. It is a simple, informal structure, inexpensive to form. The sole proprietorship does not require initial capital and there is no legal distinction between the owner and the enterprise itself. All the profit and the losses implied by this kind of business accrue to the owner, who is subjected to tax paying.

b) Polish Civil Partnership (Spólka cywilna)

The purpose of a civil partnership is operating a small business, being one of the simplest forms of enterprises. It must be established between at least two individuals who declare to reach the same business goals, through a recognized manner, especially material contribution. The civil partnership has no legal personality, nor registration with National Court Registry. Each partner is liable to the debts and obligations of the partnership, without any restrictions on his or her property.

c) Polish Registered Partnership (Spólka jawna)

Although similar to Civil Partnership, the main goal of such a business entity is to manage a larger business. The founders must also be two individuals registered with Business Activity Register, or organizational units, and all of the partners are liable without limitation to the extent of their entire property. The partnership has legal capacity and may acquire rights, including ownership of immovable property. In order for a Registered Partnership to be functional, the shareholders must sign a deed and register it to the National Court Registry.

d) Polish Limited Partnership (Spólka komandytowa)

This type of business entity must also be founded by at least two individuals, legal persons or organizational units, it has legal capacity, and as the Registered Partnership, may acquire rights, but the hierarchy is different. At least one of the partners is entirely liable for the debts and obligations, and at least one partner has limited liability. Each of the partners has to pay taxes separately.

e) Polish Limited Joint-Stock Partnership (Spólka komandytowo-akcyjna)

This kind of partnership resembles to the Limited Partnership, having the same characteristics, including the rights and obligations of the partners, legal capacity and tax paying. However the Limited Joint-Stock Partnership is used for business at a larger scale, having a minimum share capital of 50.000 PLN (Polish Zloty New, the currency of Poland).

f) Polish Professional Partnership (Spólka partnerska)

The purpose of this kind of partnership is to conduct business suited for one profession, for example a group of architects. It must be founded by two individuals qualified in the chosen profession. It has the same legal capacity as the Registered Partnership. Every partner has to pay taxes separately and is liable for the obligations of the partnership.

g) Polish Limited Liability Company (Spó?ka z ograniczon? odpowiedzialno?ci?)

This is the most common form of economic activity, established for any kind of purpose allowed by law. It can be founded by one or more individuals, legal persons, or organizational units and it has a minimum capital of 5,000 PLN. The company is a legal entity forced to run full accounting and pay CIT tax (Corporate Income Tax). The shareholders are not liable for the company's obligations and debts, their liability being limited to the share capital.

h) Polish Joint-Stock Company (Spólka akcyjna)

The Joint-Stock Company is a legal entity designated to developing business at a large scale. It can be established by one or more persons, having a minimum capital of 50,000 PLN, that can be obtained through shares of the partners. The shareholders are not liable to the company's obligations, the company being liable with its whole property, without limitations.

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