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19 September 2008

Opening a company in Poland

For whatever reason you may decide to trade through your own company in Poland. Therefore you want to start a Polish company. Just like in the UK there are different types of company including:
  • spólka z. o. o. (z ograniczoną odpowiadzalnością) - private limited company (a UK ltd company). You have to draw up documents at a notary and have at least a bond capital of 50 000 PLN.
  • spólka akcyna - public company - (a UK plc). No idea what the process is here but I guess if you were interested in opening an S.A. you would be talking to an accountant and not reading some guy's Blog on the Internet..
  • działalność jako osoba fizyczna (self-employed) - the simplest way to start!
The simplest method to start trading is to therefore go self-employed. This blog post describes the steps to do that.

Things to do before you start:
  1. NIP-4: If you haven't got a NIP tax number already, go to the Urząd Skarbowy and fill out the form for a NIP-4. It's straight-forward and you will get the NIP number by post a few days later
  2. PESEL: In theory anyone including foreigners (who might not yet have a Pesel) can register a company, but I don't know what extra hassles you might have if you don't have a Pesel. When I started my company they wanted the Pesel in steps 1 and 2 below so I guess it's better to have it. If you don't already have a Pesel then see here: how to get a Pesel
  3. PKD code: for the Central Statistics Office (GUS - Głowny Urząd Statystyczny) you have to tell them what the nature of your business will be. There are codes for various categories and you have to pick one. For example code 62.01.Z is software development, code 85.49.A is teaching foreign languages. These codes are called PKD codes - Polska Klasyfikacja Działalnośći - Polish activity classifications. At this stage you should therefore look up what codes you want to use. A new list was published in 2007 so make sure you use the PKD 2007 list and not an older one. I used this website to find my codes: PKD codes. Also another tip is that it's better to put too many codes rather than have to add a code later because each change incurs a fee. So if you think there's a chance you might venture into other fields at a later stage then it will do no harm to add the code for it.
Now you're ready:
  1. Wpis do ewidencji - first job is to go to the Urząd Miasta where you live and ask to do a 'wpis do ewidencji'. Basically this is just an entry to their register of your business. You have to fill out a form and pay a fee which varies from office to office. I paid 100 PLN. When I did it the guy was very helpful and showed me exactly how to fill out the form. I checked my PKD codes in the book they had and also had to choose a date when the company officially starts. Here is the next tip - choose the 1st of the month - it will make life simpler later on. Depending on how efficient the office is you will get a confirmation of your wpis do ewidencji a few days later in the post. I have heard that sometimes it takes a couple of weeks though. Another point worth mentioning is that a company name is optional - you can either specifiy a name such as "Green Widgets" or you can leave the name blank in which case you will trade under your own name, e.g. "John Smith".
  2. REGON - next job is to fill out form RG-1 from GUS (see above) to get your REGON number. This is where you need your PKD codes (although I also had to supply a code when I did the wpis do ewidencji). In the old days you would have to go to your nearest GUS office to do this but in a refreshing drive of efficiency you can now do this online via their website (link above). Even more efficiently (and suprisingly!) the guy asked if I wanted to do this with him when I did the wpis do ewidencji! Great - two jobs done at once!
  3. Bank account - my understanding is that your company is required to have its own bank account. I didn't check this though so I may be mistaken. In any case once you have your REGON and Wpis it's very simple to open a bank account for your company. According to the website you just need some ID, regon and wpis.
  4. NIP-A - presuming you already have a NIP-4 from earlier, you now need to go back to the Urząd Skarbowy and do an update - aktualizacja - on it. This is form NIP-A. At this stage you have to choose which tax scheme you want. There are a few choices which I shall outline below.
  5. ZUS - you have until 7 days after the date your company officially starts (the date you gave in step 1) to register your company with ZUS so that you can make social insurance payments. You have to fill out form ZUS ZFA to register your company as an employer to open an employer account (konto płatnik). You will also need to fill out form ZUS ZUA to register yourself as an employee. Again you need the proof of your wpis to do this. They ask you for your REGON but you can always provide that later if you are still waiting for it. You can find instructions in English and German about how to fill out all of their forms here: ZUS
Choosing a tax scheme:

As mentioned in step 4 when you do your NIP-A you need to choose which tax scheme you want to operate under. You can choose from:
  • zasady ogólne - "general rules" - this is the default option
  • ryczałt
  • karta podatkowa
At the time of writing I haven't had a chance to read up too much on these so I apologise that the info here is a little scant. If it helps there is some info in Polish here and also here. The pros and cons of these schemes include things such as paying a flat rate of 19% tax, not being required to keep a record of accounts, being able to split your tax burden with your spouse etc.. etc..

Also I haven't mentioned here about registering for VAT which is a requirement if your income will exceed 20 000 EUR in a year.

But I hope the information I have given is useful and will help get you started. If anyone has any feedback, corrections, experiences, more info etc.. then as always please let me know.

Good luck

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