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Business in Poland

Rules of conducting economic activity in Poland by foreigners

Registration of activity, representative offices or branches, taxes and insurance of foreigners in Poland, VAT settlements, other matters related to running a business in Poland by foreigners

If you do not have Polish citizenship and you want to do business in Poland, you have the right to take up and pursue business activity. You can also establish a branch or a representative office of your company in Poland or offer or provide temporary services.

Establishing a company under the principles applicable to Polish entrepreneurs

If you meet any of the following conditions, you are bound by the same conditions and rules as Polish nationals and you can register activity in the same way as Polish nationals.

  • you are a citizen of a Member State of the European Union or of the European Economic Area,
  • you are a citizen of another country and hold, among other things
    • permanent residence permit
    • a residence permit for a long-term resident of the European Union
    • temporary residence permit granted in connection with, inter alia, family reunion legally residing in Poland, studying
    • refugee status
    • subsidiary protection
    • a permit for residence for humanitarian reasons or a permit for tolerated stay
    • a temporary residence permit and are married to a Polish citizen residing on the territory of the Republic of Poland
    • a temporary residence permit for the purpose of conducting business activity, granted in connection with the continuation of business activity already conducted on the basis of an entry in the Central Register and Information on Business Activity
    • temporary protection in Poland
    • a valid Polish Card.

The most important types of business activity in Poland are as follows:

  • Sole trader - individual business activity - including civil law partnership)
  • Commercial companies
    • companies (limited liability company and joint- stock company)
    • partnerships (registered partnership, professional partnership, limited partnership, limited joint-stock partnership)

You can also set up a branch and a representative office (see below)

Forms of activity in Poland

Sole trader (self-employment)

  • is the simplest form of establishment
  • is intended for natural persons
  • registered in the Central Register and Information on Economic Activity (can be registered online)
  • it does not require a minimum amount of capital
  • accounting depends on the form of taxation. When taxing on a general basis, simplified accounting (revenue and expenditure ledger) may be maintained, but only if in the previous year the revenue did not exceed the amount of EUR 2 000 000, for lump sums records of lump sums are required. There is no obligation to keep accounting records for the tax card
  • the entrepreneur is liable with all his assets for obligations arising as a result of running the business
  • the company (name) of the entrepreneur given in CEIDG must include at least the name of the applicant - e.g. John Smith. It is possible to add other elements to the company, e.g. defining the profile of the activity
  • the entrepreneur has the sole right to represent his activity
  • the entrepreneur is a PIT payer
  • the entrepreneur may be subject to VAT

Companies

Companies are more complex forms of activity. You will find the differences between the different types of companies in the table.

Restrictions on the choice of legal form

Some activities require registration in a specific legal form or reserve the form to persons with specific competences.

An example is a professional partnership, where only members of the so-called liberal professions may be partners: advocate, pharmacist, architect, construction engineer, auditor, insurance broker, tax advisor, securities broker, investment advisor, accountant, physician, dentist, veterinary surgeon, notary, nurse, midwife, legal adviser, patent attorney, property appraiser and sworn translator.

Restrictions may also result from the scope of activity carried out. For some types of activities, the law does not provide for registration with CEIDG - the entrepreneur must register the company in the National Court Register. Examples include the cultivation of certain plants and animals, insurance and reinsurance, fire protection, trade unions and sports clubs.

Sometimes the restrictions go even further and the law specifies the type of company that must be registered in order to carry out a given activity. However, these are exceptional situations and are limited to the financial sector, such as the activities of banks or insurance companies.

If you don't know if your chosen activity is subject to additional requirements, check it in the PKD code browser.

Company registration

See:

Remember!

Registration of a sole trader

If you register your business on-line with the Central Register and Information on Economic Activity (CEIDG), and you do not have a NIP or PESEL number in your electronic signature, you should confirm your account on the CEIDG website with the local authority. If you do not have a PESEL number, you will present a passport or any other document proving your identity and citizenship to an authorised employee of the municipal office.

Registration of the company/partnership in the National Court Register

Please note that in the application for entry into the National Court Register or change of the entry including the acquisition or subscription for shares or all rights and obligations, and in the case of submission to the register files of documents containing information on changes of the company's partners, the applicant includes a statement whether he/she is a foreigner within the meaning of the Act on Acquisition of Real Estate by Foreigners. In the case of having the status of a foreigner, the applicant also includes in the application for entry into the National Court Register a statement whether he/she is the owner or perpetual usufructuary of real estates located in Poland.

Establishing a company by the rest of foreigners

If you do not meet any of these conditions,  in order to run a business in Poland you may conduct it only in the form of partnerships::

  • a registered partnership
  • limited joint-stock partnership
  • limited liability company
  • joint stock company

You can also join such companies, acquire and subscribe for shares.

Cross-border service activity

Do you have the citizenship of one of the EU Member States and would like to temporarily provide services in Poland? You do not have to register activity in Poland. You can take advantage of the so-called cross-border service provision. It is temporary and occasional. Every service provider, including entrepreneurs from the EU, may temporarily provide services on a cross-border basis in another EU country, e.g. in Poland.

Cross-border services may be provided by: 

  • a natural person from another Member State not engaged in an economic activity,
  • an entrepreneur from another Member State who carries out economic activity in accordance with the provisions in force in that State.

Remember! If Polish regulations require a permit, concession or entry in a specific register for a given type of activity, such requirements must also be fulfilled. 

Not all types of services can be provided within the framework of cross-border provision of services, e.g. transport, notary, pharmaceutical, medical, gambling services cannot be provided. This applies mainly to services the performance of which requires specialist qualifications or education. The list of exclusions from the cross-border provision of services is included in the Act on the rules of participation of foreign entrepreneurs and other foreign persons in the economic trade on the territory of Poland.

Branch of the foreign entrepreneur

Do you run a company in EU country? If so, you can open a branch in Poland. You can do business in the same way as you do abroad.

These rules also apply to non-EU citizens if they have mutual agreements with Poland.

Remember to:

  • appoint a person authorised to represent the foreign entrepreneur in the branch
  • enter the branch in the National Court Register
  • attach an excerpt from the foreign register together with a translation into Polish
  • attach the memorandum, agreement or statute together with a translation into Polish

It is necessary to use the name of the branch abroad, with the Polish translation of the legal form, and the phrase "branch in Poland" to designate the branch. Keep separate accounts in Polish, report all changes within 14 days.

Note! The Minister may issue a prohibition on conducting business activity if the branch does not comply with Polish law.   

Representative office of foreign entrepreneurs

You can open a representative office of your company in Poland in the area of advertising and promotion.

Remember:

  • to enter the representative office in the register of representative offices kept by the Minister of Entrepreneurship and Technology
  • representative office can only be set up for 2 years, with possibility of prolonging it for another 2 years
  • to prepare the application in Polish
  • to attach an excerpt from the foreign register together with a translation into Polish, and possibly another document specifying the registered office and the persons authorised to represent the company
  • authorisation for the person to represent the representative office, together with a declaration of acceptance.

It is necessary to have a legal title to the real estate, which is indicated in the register as the seat of the representative office (it does not have to be attached to the application).

The Minister may refuse entry in the register if not all the requirements are met. The representative office may also be removed from the register if the provisions of Polish law are not respected.

Key information:

  • a foreign entrepreneur's representative office may be entered in the register only for a definite period of time - 2 years together with the right to continue business activity for the next 2 years, 
  • the application for the establishment of a foreign entrepreneur's branch does not need to include information on the person authorised to represent the foreign entrepreneur in the branch; the notarized specimen of the authorised person's signature does not need to be submitted
  • the foreign entrepreneur does not have to submit a document confirming the right to use the premises for the purposes of the headquarters of the representative office, but such a document must be in possession
  • the decision to remove from the register of representatives ( issued by the minister) replaces the decision to prohibit from conducting activity within the representative office, 
  • conducting liquidation proceedings of a branch limited to a situation where the liquidation is a result of a decision issued by the competent minister on the prohibition to conduct business activity by a foreign entrepreneur within the branch. 

Permission to subscribe for shares

If you wish to purchase or subscribe for shares in a company that owns a property, you must hold a special permit.

Taxation of activity in Poland

Tax residence

According to the so-called residence principle, persons who have their place of residence for tax purposes in Poland (the so-called residents) have an unlimited tax obligation, i.e. they tax in Poland all income earned both in Poland and abroad.

A natural person is considered to be a resident of Poland if he or she:

  • has on the territory of Poland a centre of personal or business interests (centre of life interests), or
  • stays on the territory of Poland longer than 183 days in a tax year

This means that if you have your registered office or management board in Poland, or if you stay longer than 183 days a year, you are subject to taxation in Poland on all your income, regardless of where it is earned.

On the other hand, persons who do not have a place of residence for tax purposes in Poland (so-called non-residents) have a limited obligation.

If you do business in Poland and another country, double taxation conventions that specify when and where taxes should be paid regulate the problem.

  • where, under double taxation conventions, income is taxed in both countries, the method of avoiding double taxation laid down in the double taxation convention is applied
  • if no agreement has been concluded with the country, the avoidance of double taxation is regulated by the Personal Income Tax Act.
  • double taxation conventions take precedence over national law

DTCs may establish different methods, depending on the countries that have concluded them. Before you settle taxes, it is necessary to check whether your country has signed an agreement with Poland.

See below:

Important! The general rule on the avoidance of double taxation is that the profits of a company of a Contracting State are taxed only in that State, unless the company carries out its economic activity in the other Contracting State through a permanent establishment situated there (e.g. a commercial office). So if you do not have an establishment in another country, you pay taxes on foreign income in Poland.

Social insurance in Poland

In the case of social security, there is a basic principle, namely that at any given time you can be covered by social security in only one country. Thus, even if the activity is carried out in several Member States at the same time, the insurance is provided by only one Member State and all social security contributions have to be paid for there.

In terms of local jurisdiction, this should be:

  • the country where you live, if you do a substantial part of your work there
  • the country where the centre of interest for your business is located - if you do not live in a country where you do a substantial part of your work

In order to determine whether a substantial part of the activity is pursued in a given country, account shall be taken of turnover, working time, number of services provided or income. The document stating where the contributions are to be paid is form A1. The specimen A1 form is identical throughout the European Union, on the basis of which contributions are paid in a given EU country and the exemption from the obligation to pay such contributions in another country is also obtained.

If you provide cross-border services in Poland, you do not need to register with the Polish social security system. You should only apply to the insurance institution in your country of residence, which is competent for your address, for a certificate of social security cover (on form A1). The certificate obtained should be used, for example, in the event of an audit.

If you are insured in Poland (according to the rules applicable to Polish entrepreneurs), all matters related to insurance are handled in the Social Insurance Institution.

Important contacts

  • If you have any questions about registering your business with CEIDG, call 801 055 088 or 22 765 67 32.
  • If you wish to obtain more information about the online registration of limited liability companies and partnerships, please contact s24@gdansk.sa.gov.pl or call (71) 748 96 00. After dialing the telephone number, select 4 (Electronic access to registry courts).
  • If you have any questions about insurance, contact the Social Insurance Institution's Call Centre on 22 560 16 00 (the cost of a call according to the customer's agreement with the telecommunications operator), and
  • If you have any doubts about the payment of taxes in Poland, please contact the National Tax Information on the following telephone numbers:
    • 22 330 03 30 (from mobile phones)
    • 801 055 055 (from landline phones)
    • +48 22 330 03 30 (from abroad)
  • The biznes.gov.pl Help Center is at your disposal as well.

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