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Starting a business in Poland

Depending on the form in which we intend to run a business, its registration is carried out as follows:

1/ Those who intend to run a one-man business or a civil law partnership, should register their business in the county office (Polish: “urząd gminy”). The registration takes place at the office competent as for the location of the business (or the main place where it is carried out, if someone intends to run it in several places, for example, she/he has several production plants in different municipalities).

Currently, the registration takes place at the so-called “one window”, therefore the entrepreneur no longer needs to visit separately the tax office and the statistical office or other offices or courts. The appropriate tax registration as well as the registration in order to obtain a statistical number (REGON) is made in the county office. It is necessary to fill in an integrated EDG application. The notification of business activity is not subject to any fees.

Business activity can be started as early as at the date of filing. Naturally, the application can also specify a different (later) date of commencing the business.

As for a civil law partnership, only the partners are obliged to carry out the registration (each of the partners separately) since the partnership itself is not considered a legal entity in the legal sense. However, a civil law partnership obtains its own tax number (NIP – Tax Identification Number), regardless of the tax identification numbers of individual partners.

2/ All commercial law companies and partnerships, namely general partnership, professional partnership, limited partnership, limited joint-stock partnership, limited liability company and joint-stock company are registered in the register of the entrepreneurs of the National Court Register (Polish: ‘Krajowy Rejestr Sądowy’ – KRS). This is the register kept by the commercial courts. It covers both partnerships and companies as well as other entities (associations, cooperatives, foundations, etc.). The register is publicly available – everyone has access to it and may obtain the appropriate certified copies of documents on their company or another one – for example, their contractor or debtor. The National Court Register constitutes the equivalent of similar registries in other countries, such as the French: Registre du commerce et des sociétés, English: Companies House, German: Handelsregister, Austrian: Firmenbuch.
What is primarily needed in order to register a partnership or a company is to prepare and sign articles of association. In the case of most partnerships and companies the latter must be in the notarial deed form (only the articles of association of a general partnership and professional partnership may be concluded in writing without a deed). After drawing up and signing the articles of association, a relevant application together with the required documents (in particular the articles of association and other attachments) shall be filed with the competent district court – commercial court that keeps such a register. It is necessary to fill in a number of forms very carefully.
In case of even small or insignificant mistakes or absence of some required documents, the court unfortunately calls to submit the missing documents or to correct the errors. The forms are available at the court that keeps the register, as well as in the electronic version, for example on the webpage of the Ministry of Justice (www.ms.gov.pl). The said webpage also provides a list of commercial courts that deal with the registration in the National Court Register. Given the number and the nature of the documents submitted to the National Court Register, as well as on account of the requirements for the applications to be on special forms, it is recommended to use legal advice in that matter. All documents in foreign languages should be submitted along with their translation into Polish made by a Polish sworn translator.

The registration of partnerships and companies in the National Court Register involves certain court fees. The first registration of the legal entity in the National Court Register is subject to the following fees:

- for both partnerships and companies the fee amounts to 1000 PLN (this amount includes 500 PLN for the registration and 500 PLN for the obligatory publication in the Court and Commercial Gazette).

Any change in the data that should be entered into the National Court Register (e.g. the change of the content of the articles of association, the change of the registered office, the change of the objects of its activity, the change in the composition of the management board, etc.), regardless of the type of partnership or company, is subject to a fee of 250 PLN for the registration of the change and 250 PLN for the publication in the Court and Commercial Gazette.