Choose the type of the business you are going to have!

In Poland, probably similar to your country, there are a few different types of businesses. Depending on the number of people involved, amount of invested money and the business risk, you need to make a decision which type of company is the most suitable for you and your idea.

Self-employment

Most of the foreigners in Poland (as Polish people) choose this type of one person company. If you are planning to teach your native language for example, this is the right business for you. It is very basic and easy to maintain.

Purpose: operation of a small business by an individual
Founder: individual
Minimum capital: N/A
Legal personality: None. An individual is referred to as an entrepreneur.
Liability: The entrepreneur is liable for his or her debts and obligations with his or her entire property.
Taxation: PIT Declaration – Personal Income Tax.

Civil partnership

Purpose: Operation of a small business.
Founders: Must be established by at least two people.
Minimum capital: N/A
Legal personality: None. It is the partners, not the partnership itself, who are the operator. A partnership is set up according to the general principles of the Civil Law.
Liability: Each partner is jointly liable for the debts and obligations of the partnership without limit to the extent of his or her entire property.
Taxation: PIT Declaration – Personal Income Tax
Establishment process: In order to be effective, a deed of partnership must be executed in writing; each partner is obliged to register as an entrepreneur in the Business Activity Register.

Registered Partnership

Purpose: Established for the purpose of operating business on a larger scale.
Founders: A minimum of two individuals or legal people.
Minimum capital: N/A
Legal personality: None. Personal partnership.
Liability: Each partner is liable without limitation, for the debts and obligations of the partnership, jointly with other partners and the partnership, to the extent of his or her entire property.
Taxation: PIT Declaration – Personal Income Tax; or CIT – Corporate Income Tax; each partner pays tax separately.
Establishment process: In order to be effective, a deed of partnership must be executed in writing, whereupon the partnership should be entered into the National Court Register.

Limited Partnership

Purpose: Established for the purpose of conducting business under its own business name.
Founders: Must be established and conducted by at least two individuals or legal persons.
Minimum capital: N/A
Legal personality: None. Personal partnership.
Liability: At least one partner is liable to the creditors for the debts and obligations of the partnership without limitation (the general partner) and at least one partner has a limited liability. However, if a business name of a limited partnership includes a name or a business name of a limited partner, this partner is liable for obligations of a partnership without any limitation.
Taxation: PIT Declaration – Personal Income Tax, or CIT – Corporate Income Tax; each of the partners is paying taxes separately.
Establishment process: The statutes of the partnership should be executed in a notarised form and signed by all general partners, whereupon the partnership should be entered into the National Court Register (Krajowy Rejestr Sądowy).

Limited join stock partnership

Purpose: Established for the purpose of conducting a larger-scale business (eg large family enterprises).
Founders: Must be established and conducted by at least two individuals or legal persons.
Minimum capital: 50,000 PLN
Legal personality: None. Personal partnership
Liability: At least one partner is liable to the creditors for the debts and obligations of the partnership without limitation (the general partner) and at least one shareholder is not liable for debts and obligations of a partnership. However, if a business name of a limited joint- stock partnership includes name or a business name of a shareholder, this shareholder is liable for obligations of a partnership without any limitation.
Taxation: PIT declaration – Personal Income Tax, or CIT – Corporate Income Tax; each partner is paying taxes separately.
Establishment process: The deeds of the partnership should be executed in a notarised form and signed by all general partners, whereupon the partnership should be entered into the National Court Register (Krajowy Rejestr Sądowy).

Professional Partnership

Purpose: Established for the purpose of pursuing a profession in the form of a partnership, which conducts business under its own business name.
Founders: Must be established by at least two individuals qualified to pursue the given profession.
Minimum capital: N/A
Legal personality: None. Personal partnership.
Liability: A partner is not liable for the debts and obligations of the partnership incurred by the pursuit of a profession by other partners, or resulting from the actions or omissions of the partnership’s employees who at the time of providing a service related to the company’s business were commissioned by and answerable to another partner. The deed of partnership may provide that one or more partners are liable for the debts and obligations of the partnership to the same extent as that of a partner in a registered partnership.
Taxation: PIT Declaration – Personal Income Tax
Establishment process: The deed of partnership should be executed in a notarised form, whereupon the partnership should be entered into the National Court Register.

Limited liability company

Purpose: Established for the purpose of conducting a business and any other purpose allowed by law.
Founders: May be established by one or more individuals or legal persons. However, it may not be established solely by another single-member limited liability company.
Minimum capital: 5000 PLN
Legal personality: A limited liability company is a legal entity.
Company liability: The Company is liable for its debts and obligations with its whole property without any limitations.
Partner liability: The shareholders are not liable for the company’s obligations, they bear a risk up to the value of shares contributed.
Taxation: CIT Declaration – Corporate Income Tax

Joint stock company

Purpose: Established for the purpose of operating business on a large scale. Capital may be obtained through issuance of shares. Founders: May be established by one or more persons; exception: it may not be established solely by a single-member limited liability company.
Minimum capital: 100,000 PLN
Legal personality: A joint-stock company is a legal entity.
Company liability: The Company is liable for its debts and obligations with its whole property without any limitations. The shareholders are not liable for the company’s obligations, they bear a risk up to the value of shares taken up.
Taxation: CIT Declaration – Corporate Income Tax
Establishment process: In the same manner as a limited liability Company (click for details). However, due to the complexity of this process, you are recommended to seek legal assistance.

Comments

comments