Market, legal and administrative conditions for running a business in Poland
In Poland, you may run a business in forms similar to those found in other European countries. Among the available forms of business, a distinction can be made between the following:
- Commercial companies, that is, forms of cooperation of at least two persons, with the exception of a limited liability company and a joint-stock company, which may be established by one entity to make a profit. A company is established through the adoption of articles of association, under which the partners undertake to pursue a common goal by making contributions or taking other joint actions. The operation of commercial companies is regulated by law and the company’s articles of association adopted by partners or shareholders.
Commercial companies are divided into:
– capital companies (limited liability company and joint-stock company);
– partnerships (registered partnership, professional partnership, limited partnership, limited joint-stock partnership).
- Branch of a foreign entrepreneur — through a branch, a foreign entrepreneur may conduct economic activity in Poland to the extent they conduct it in the country of their registered office.
- Representative office of a foreign entrepreneur — representative offices which a foreign entrepreneur has in Poland allow the entrepreneur to conduct activity limited exclusively to the extent of their advertising and promotion.
- Sole proprietorship (including civil-law partnerships).
Income taxation
The method of taxation makes a significant difference between conducting economic activity in the form of a partnership and a capital company.
- In a partnership (excluding a limited joint-stock partnership), only the partners of the partnership, but not the partnership itself, are treated as taxable persons. Thus, only income earned by the partner is subject to the taxation. Depending on whether the partner is a natural person or legal person, they will be subject to the personal income tax (PIT) or corporate income tax (CIT).
- Income of a capital company (and a limited joint-stock partnership) is subjected to taxation twice—first time at the level of the company as the taxpayer of the corporate income tax and then—at the level of a partner who earns a dividend.
Looking for a place for investment
An investor who considers starting an investment activity in the region does not have to search individually for an area of economic activation in particular communes. A strictly profiled inquiry which will specify general expectations (for example, the type of real estate, size, distance from transport nodes, utility demand, expectations regarding the labour market, etc.) should be passed to specialised institutions which have access to databases of investment areas in the region. Contact with them guarantees access to, and verification of, investment areas offered.
Setting up and registering a company
In 2011, the Central Registration and Information on Business (CEIDG) was implemented. An application for registration in the CEIDG is the primary obligation of a new entrepreneur and without this conducting the economic activity is impossible. The application shall be submitted through the Internet, personally in a proper commune office, or sent by registered mail.
A CEIDG-1 application submitted by a natural person who is running a business is at the same time:
- an application for the assignment of a REGON (National Official Business Register) number,
- an application for the assignment of a NIP (Tax Identification Number) number,
- a declaration regarding the selected form of taxation (taxation on general terms, flat tax, flat-rate payment on registered revenue, tax deduction card),
- a statement of contribution to the Social Insurance Institution (ZUS).
Generally speaking, an entrepreneur can start a business activity on the day of submission of an application for entry in the register of economic activities. The entry shall be made not later than the next business day following receipt of a correct application by the CEIDG. The printout from the CEIDG website (www.ceidg.gov.pl) is the certificate of the entry. This printout is the primary document that confirms owing the status of the entrepreneur and is suitable for everyday use in relations with institutions and external entities. It takes 1 day to set up a company in Poland, to obtain NIP number (if we haven’t it yet) we need to wait up to 3 days, but the company may start business earlier.
Land purchase
To acquire a real property in Poland, a foreigner (a person without Polish citizenship), not being a citizen of the European Union or Norway, Iceland, Liechtenstein or the Swiss Confederation, must obtain a permission from the Minister of the Interior and Administration. The permission is required, in particular, in case of the acquisition of real property or the right of perpetual usufruct by a foreigner. The perpetual usufruct is a specific right, similar to the ownership right, however, it is limited in time (it may be granted for a period not exceeding 99 years).
To obtain a permit to acquire real estate, a foreigner shall submit an application for the permit.
Investment preparation — permits
Acquisition of a real property with the intent to use it for planned investment requires a prior check for a few essential pieces of information; first of all, it is necessary to:
- check if the real property is included in the local area development plan, hereinafter referred to as the “local plan”,
- determine if the real property where the investment is to be established is intended for:
- agricultural use,
- industrial use,
- construction use,
- determine if the transferor of the real property has the title to it and if other entities, especially state or self-government entities, have the right of pre-emption or other entitlements or claims with respect to the real property which is being acquired.
Assuming that the real property has a clear legal status and according to relevant regulations the property can be intended for the envisaged type of investment, the construction process may be started.
During the process, it is required to obtain a final decision on building permit, issued pursuant to the provisions of the building law and administrative proceedings.
Decision on building permit may be issued:
- directly, based on the provisions of the relevant local plan,
- if such a plan is not applicable, pursuant to the decision on development conditions during the term of its validity.
An essential factor determining the process of obtaining the building permit is obtaining the decision on environmental conditions for the project implementation (in short, environmental decision). It is a mandatory administrative decision issued by the relevant commune office and may be an element in the subsequent process of obtaining administrative permits for the implementation of projects which may have a significant impact on the environment, i.e., Environment Impact Assessments.
If there is no local plan, until a competent body adopts it, investors have to obtain a decision on land development conditions (“WZ” decision), which is necessary to apply for the building permit decision. The investor shall submit a proper application for the decision on land development conditions to a body competent with respect to the location of the land concerned:
- commune head, mayor of a commune or mayor of the city,
- region governor—in relation to confined space as defined in the provisions of the Building Law,
- commune head, mayor of a commune or mayor of the city, who has jurisdiction over most of the investment area in the event of investment projects exceeding an area of one commune.
In principle, construction works may only be started on the basis of a final non-appealable building permit decision issued by a competent body—district governor (mayor of the city) or a province governor.
To complete the construction process successfully, in the cases provided for in the building law it is also required to obtain an occupancy permit. Sometimes because of the investment character, its untypical location or other specific features, additional decisions preceding the proper start or completion of the investment project may also be required.
Registered office/facility construction
The commencement of the construction of a facility shall take place pursuant to a final permit issued by a competent body and is the end of all efforts connected with obtaining proper permits, which takes, depending on a character of investment, from 6 to 12 months. According to the law, the participants in the construction process are: investor, construction site inspector, project engineer, site manager or site engineer. The investor is obliged to notify the competent body (District Construction Supervision Inspector) and the project engineer supervising the compatibility of the design with the construction process of the planned date of commencement of construction works, for which a building permit is required.
Employees recruitment
While planning the investment, you know the demand for employees performing specified tasks. Recruitment activities should be undertaken as early as during the facility construction. Contact and support from the Regional Employment Office and district employment offices is essential. They have information concerning labour market potential and available employees with specified education and occupational experience.
These institutions carry out different programmes aimed at promoting employment, which can be useful for employers. If the entrepreneur does not know the local labour market, the recruitment companies can be very helpful in facing the above challenges, providing verification and recruitment services. Specification of the expectations towards new employees, which is possible by hiring recruitment companies, will allow you to select the best candidates both on managerial positions and at the lower levels.
Employment
The Labour Code is the primary and the most important legal act which governs relations between the employers and employees and describes the terms under which the work may be provided on the territory of the Republic of Poland.
An employment contract may be concluded:
- for an indefinite period of time,
- for a definite period of time,
- for a specific task,
- in order to substitute another employee during his/her absence—during his or her excused absence at work; the employer may employ another employee on the basis of an employment contract for a definite period of time which includes the period of this absence.
The employment contract has to be concluded in a written form. The employment contract shall be signed no later than on the day the employee starts working.
The employment contract may be terminated in several ways:
- by mutual agreement of the parties,
- by declaration of either party to the employment contract (employer or employee) with observance of the notice period,
- by declaration of either party without observance of the notice period.
The contract concluded for a definite period of time or for a specific task (contract for specific work, contract of mandate) terminates after the expiry of the period of time or completion of work (but in some cases it may be terminated earlier).
According to the Labour Code, the working time may not exceed 8 hours a day and 40 hours a week. Possible changes concern continuous working day and overtime work acceptable in amount of 150 hours annually per each employee. The weekly working time, including overtime, may not exceed 48 hours on average in the given settlement period.
Communications and information technology infrastructure
EU funds were used to create the backbone network in the region which has provided the basis for further computerisation of the region. Entities conducting economic activity which are willing to be connected to the network have to submit relevant documents:
- company registration documents,
- document confirming its legal status and the registered office,
- confirmation of the title to the premises where the network termination point is to be located,
- original certified copy from the National Court Register.
Outsourcing
In the world of global business relations, the role of companies which provide outsourcing growths stronger. Considering the number of business entities, Wielkopolska has also become an attractive market for such actions. You can easily find here companies representing BPO (Business Process Outsourcing), SCC (Shared Services Centres), R&D (Research and Development) or HR industries which perfectly perform delegated tasks, while at the same time decreasing operating costs of the companies.
