Information and services website for entrepreneurs.

What are the different legal forms of running a business in Poland? One-person business activity and companies.

In Poland, there are several ways to set up and run a business. They differ both in terms of formal requirements, e.g. concerning registration or representation, and financial requirements, e.g. the amount of capital required to start a company. Read about the most important differences between various forms of running a business in Poland.

What are the various legal forms of running a business in Poland?

If you want to start a business, you have several types (legal forms) of business activity to choose from:

  • one-person business activity (in Polish: jednoosobowa działalność gospodarcza)
  • civil law partnership (in Polish: spółka cywilna)
  • companies: a limited liability company (in Polish: spółka z ograniczoną odpowiedzialnością) and a joint-stock company (spółka akcyjna)
  • partnerships: general partnership (spółka jawna), professional partnership (spółka partnerska), limited partnership (spółka komandytowa), partnership limited by shares (spółka komandytowo-akcyjna).

Read more about:

Remember that a civil law partnership is not entitled to the entrepreneur status.

Its partners, however, are considered to be entrepreneurs to the extent that they conduct their own business activity.

Citizens of the European Union who wish to conduct business activity in Poland may:

  • start a business in Poland
  • provide their services cross-border from abroad
  • establish in Poland a branch office of their foreign business if they already conduct a business in one of the Member States of the European Union.

Citizens of countries which are not the Member States of the European Union may:

  • start a business in Poland after fulfilling additional conditions
  • establish in Poland a branch office of their foreign business, if the ratified international agreements signed with Poland do not preclude such a possibility.

Read on forms of business activity that a foreigner can operate in Poland.

What to consider when choosing a legal form for your business?

Choosing a legal form for your business activity is an important decision. There are many differences between a one-person business and a commercial company, and selecting one of these forms may determine:

  • whether you will conduct business on your own or with partners
  • your liability for business obligations
  • taxation and type of accounting
  • the minimum capital you need to start a business
  • the form of representation, i.e. who can represent your company, for example, in handling administrative and other official matters
  • the place where you register your business and handle any matters related to it.

Who can start a business?

One-person business activity

One individual (a natural person) only.

Civil law partnership

A minimum of two partners are required: natural persons, legal persons or organisational units having legal capacity.

General partnership

A minimum of two partners are required: natural persons, legal persons or organisational units having legal capacity.

Professional partnership

A minimum of two natural persons qualified to exercise a liberal profession (partners).

Limited partnership

Two or more partners: natural persons, legal persons or organizational units without legal personality, including at least one general partner (liable with his entire assets for the partnership’s liabilities) and one limited partner (liable for the partnership’s liabilities up to the commendam sum).

Partnership limited by shares

Two or more partners: natural persons, legal persons or organisational units having legal capacity, including one general partner (liable for the liabilities of the partnership with all his assets) and one shareholder (not liable for the liabilities of the partnership).

Limited liability company

At least one promoter (natural person, legal person or organisational unit having legal capacity).

A promoter may not be solely a single-shareholder limited liability company.

Simplified joint-stock company

Two or more shareholders: a natural person, a legal person or an organisational unit having legal capacity.

A simplified joint-stock company may not be formed by a single-member limited liability company.

Joint-stock company

At least one promoter: a natural person, a legal person or an organisational unit without legal capacity.

A promoter may not be solely a single-shareholder limited liability company.

How to choose a name for your business?

One-person business activity

The business name must include the name and surname of the business owner. Additionally, the name may contain information about the profile of the business activity.

Civil law partnership

No direct regulations on this matter. As a general rule, if the partnership issues invoices recording its sale transactions, the invoices should include the names and surnames of partners, the partnership’s full or abbreviated name and addresses of the partners together with the designation "spółka cywilna” (Polish for “civil law partnership”) or "s.c.".

General partnership

The name should include the surname or full business name of at least one partner, as well as the designation “spółka jawna” (“general partnership”) or "sp. j.".

Professional partnership

The business name should include:

  • the surname of at least one partner, the additional words “i partner” (“and partner”) - if the partnership is formed by two partners -
  • or “i partnerzy” (“and partners”) - if the partnership is formed by more than two partners - or “spółka partnerska” (“professional partnership”) or the abbreviation “sp.p.” - if the business name of the partnership includes the surnames of all the partners.
  • the designation of the profession pursued in the partnership. When several liberal professions are pursued in the partnership, they should all be indicated in its business name.

Limited partnership

The name should include the surname or full business name of at least one general partner and the designation “spółka komandytowa” (“limited partnership”) or "sp. k.". The name may not include the surname or business name of the limited partner.

Partnership limited by shares

The name should include the surname or full business name of at least one general partner and the words “spółka komandytowo-akcyjna” (“partnership limited by shares”) or "S.K.A.". The name may not include the surname or business name of the shareholder.

Limited liability company

The name of the company may be chosen freely, but must include the additional words “spółka z ograniczoną odpowiedzialnością” ("limited liability company) or “spółka z o.o.” or “sp. z o.o.”.

Simplified joint-stock company

The name of the company may be chosen freely, but it should include the additional words “prosta spółka akcyjna” (“simplified joint-stock company”) or "P.S.A".

Joint-stock company

The name of the company may be chosen freely, but must include the additional words “spółka akcyjna” (“joint-stock company”) or "S.A.".

Read on how to choose a name for your business.

Do I need articles of association or statutes?

One-person business activity

No. The basis for the activity is registration in the Business Activity Central Register and Information Record System (CEIDG).

Civil law partnership

Yes. The articles of partnership made in writing.

General partnership

Yes. The articles of partnership must be concluded:

  • in writing, or else they will be invalid.
  • in the form of a notarial deed: if a partner's contribution includes real estate
  • with signatures confirmed by a notary: if a partner's contribution includes an enterprise
  • through the Internet in the S24 system - if the contributions are made only in cash.

Professional partnership

Yes. The articles of partnership must be concluded:

  • in writing, or else they will be invalid.
  • in the form of a notarial deed: if a partner's contribution includes real estate
  • with signatures confirmed by a notary: if a partner's contribution includes an enterprise.

Limited partnership

Yes. The articles of partnership may be concluded:

  • in the form of a notarial deed
  • through the Internet in the S24 system - if the contributions are made only in cash.

Partnership limited by shares

Yes. Statutes in the form of a notarial deed.

Limited liability company

Yes. The articles of association may be concluded:

• in the form of a notarial deed (if the company is formed by one person only it is a deed of formation)

• through the Internet in the S24 system - if the contributions are made only in cash.

Simplified joint-stock company

Yes. The articles of association may be concluded:

  • in the form of a notarial deed (if the company is formed by one person only it is a deed of formation)
  • through the Internet in the S24 system - if the contributions are made only in cash.

Joint-stock company

Yes. The statutes in the form of a notarial deed.

Where should I register my business?

One-person business activity

Central Register and Information on Economic Activity (CEIDG).

Read on how to start a one-person business online.

Civil law partnership

National Official Business Register (REGON). Each shareholder must register his business activity in CEIDG. Read on how to obtain the REGON number for a civil law partnership.

General partnership

National Court Register (in Polish: Krajowy Rejestr Sądowy, KRS).

It is possible to register the partnership online in the S24 system.

Read on how to start a general partnership.

Professional partnership

National Court Register (KRS).

Read on how to start a professional partnership.

Limited partnership

National Court Register (KRS)

Read on how to start a limited partnership

Partnership limited by shares

National Court Register (KRS).

Read on how to start a partnership limited by shares.

Limited liability company

National Court Register (KRS).

Read on how to start a limited liability company.

Simplified joint-stock company

National Court Register (KRS).

Read on how to start a simplified joint-stock company

Joint-stock company

National Court Register (KRS).

Read on how to start a joint-stock company

Is a company a separate legal entity from its owner?

One-person business activity

No. Such business does not have rights and obligations and does not perform legal acts in its own name. It is the natural person conducting the business activity that has rights and obligations (the owner of the business).

Civil law partnership

No. In business dealings a civil law partnership does not act as a separate legal entity from its partners. It does not have rights and obligations and does not perform legal acts in its own name, only the partners do.

General partnership

Yes. The partnership is a separate legal entity from its partners. It may acquire rights (including ownership), incur obligations and be a party to legal proceedings. It does not have a legal personality.

Professional partnership

Yes. The partnership is a separate legal entity from its partners. It may acquire rights (including ownership), incur obligations, sue and be sued. It does not have a legal personality.

Limited partnership

Yes. The partnership is a separate legal entity from its partners. It may acquire rights (including ownership), incur obligations, sue and be sued. It does not have a legal personality.

Partnership limited by shares

Yes. The partnership is a separate legal entity from its partners. It may acquire rights (including ownership), incur obligations, sue and be sued. It does not have a legal personality.

Limited liability company

Yes. The company has a legal personality and full rights and obligations separate to those of its shareholders. It may carry out all legal actions in its own name, including any in-court or out-of-court procedures.

Simplified joint-stock company

Yes. The company has a legal personality and full rights and obligations separate to those of its shareholders. It may carry out all legal actions in its own name, including any in-court or out-of-court procedures.

Joint-stock company

Yes. The company has a legal personality and full rights and obligations separate to those of its shareholders. It may carry out all legal actions in its own name, including any in-court or out-of-court procedures.

Do I need to make a minimum financial contribution?

One-person business activity

No.

Civil law partnership

No, the partners must make contributions that may consist in the transfer of ownership or other rights to the partnership or in the provision of services.

General partnership

Professional partnership

Limited partnership

No. The partnership is a separate legal entity from its partners and, in order to start its activity, it should have the assets specified in the articles of partnership. The assets are created as a result of contributions made by the partners. Contributions may be in cash, in kind or consist of the provision of services to the partnership. In exchange for the contributions made, the partners receive shares (specific rights) in the partnership.

Partnership limited by shares

Yes. The minimum amount of the share capital is PLN 50,000. The share capital may be financed by cash contributions or in-kind contributions.

Limited liability company

Yes. The minimum amount of the share capital is PLN 5,000. Contributions towards the share capital must be made by all shareholders and may be in cash or in kind.

Simplified joint-stock company

Yes. The minimum amount of the share capital is PLN 1. Contributions to pay up the share capital may be in cash or in kind.

Joint-stock company

Yes. The minimum amount of the share capital is PLN 100,000. Contributions to pay up the share capital may be in cash or in kind.

Does a business need to have official governing bodies?

One-person business activity

No.

Civil law partnership

No.

General partnership

No.

Professional partnership

No, but a management board can be appointed.

Limited partnership

No.

Partnership limited by shares

Yes:

  • the general meeting
  • the supervisory board (if there are more than 25 shareholders in the partnership).

Limited liability company

Yes:

  • the general meeting
  • the management board
  • the supervisory board and/or the audit committee or both in the case of companies in which the share capital exceeds PLN 500,000 and which have more than 25 shareholders.

Simplified joint-stock company

Yes:

  • the management board
  • the supervisory board or the board of directors combining the functions of the management board and the supervisory board
  • the general meeting

Joint-stock company

Yes:

  • the general meeting of shareholders
  • the management board
  • the supervisory board.

Who represents a business?

One-person business activity

All factual and legal acts are performed by the person conducting the business activity.

Civil law partnership

Each of the partners has the right to represent the partnership. It does not matter whether the partner is a natural person or a legal person. The detailed manner of representation may be specified in the articles of partnership.

General partnership

As a rule, each of the partners has the right to represent the partnership. It does not matter whether the partner is a natural person or a legal person. The detailed manner of representation may be specified in the articles of partnership.

Professional partnership

As a rule, each of the partners has the right to represent the partnership. The articles of partnership may provide for a different manner of representation: a partner representing the partnership together with another partner or with the holder of the commercial power of attorney (in Polish: prokurent). A professional partnership may appoint a management board to represent the partnership and manage its affairs. The members of the management board may be appointed from among the partners or other persons.

Limited partnership

Each partner who is a general partner has the right to represent the partnership individually.

A limited partner may represent the partnership only as an attorney-in-fact.

Partnership limited by shares

Each partner who is a general partner has the right to represent the partnership individually. A shareholder may represent the company only as an attorney-in-fact.

Limited liability company

The company is represented by the management board. If the management board comprises several members, effective representation of the company requires two members of the management board acting jointly or one member of the management board acting together with a holder of the commercial power of attorney (the articles of association may specify a different manner of representation). The management board may also appoint an attorney-in-fact to handle specific matters.

Simplified joint-stock company

The company is represented by the management board or the board of directors. If the management board comprises several members, all the members are obligated and entitled to jointly manage the affairs of the company (the articles of association or the regulations of the management board may specify differently the manner of representation).

Joint-stock company

The company is represented by the management board which consists of one or more members. If the management board comprises several members, the manner of representation shall be determined by the statutes of the company. If the statutes do not specify this, effective representation requires two members of the management board to act jointly or one member of the management board to act together with a holder of the commercial power of attorney. The management board may also appoint an attorney-in-fact to make a representation on behalf of the company in a specific matter.

Who can make decisions regarding the business?

One-person business activity

A natural person running the business (the business owner).

Civil law partnership

Each of the partners has the right to conduct the affairs of the partnership. The articles of partnership may regulate the conduct of the partnership’s affairs differently (some partners may be deprived of this right or their right may be limited)

General partnership

Each of the partners has the right and obligation to conduct the affairs of the partnership. It does not matter whether the partner is a natural person or a legal person. The articles of partnership, however, may specify differently the list of entities authorized to manage the affairs of the partnership.

Professional partnership

As a rule, each partner has the right and obligation to manage the partnership's affairs. The management of the partnership's affairs may be entrusted to one or more partners under the articles of partnership or under a subsequent resolution of the partners. A professional partnership may appoint a management board to represent the partnership and manage its affairs. The members of the management board may be appointed from among the partners or other persons. Appointment of the management board excludes the rights of partners to manage the partnership’s affairs.

Limited partnership

In principle, the right and obligation to conduct the affairs of the partnership belongs to each general partner, and the limited partner does not have this right and obligation. This rule, however, may be regulated differently in the articles of partnership.

Partnership limited by shares

In principle, the right and obligation to conduct the affairs of the partnership belongs to each general partner, and the shareholder does not have this right. The statutes may regulate the conduct of the partnership’s affairs differently.

Limited liability company

The right and duty to conduct the affairs of the company belongs to each member of the management board. If the management board comprises several members, the rules for conducting the company's affairs may be specified in detail in the company's articles of association. In the absence of provisions of the company articles in this respect, each member of the management board may, without a prior resolution of the management board, conduct the affairs which do not fall outside the ordinary course of business of the company. However, if any of the other members of the Management Board opposes another member’s conduct of a matter, a resolution of the entire Management Board is required.

Simplified joint-stock company

The right and duty to conduct the affairs of the company belongs to the management board or the board of directors.

Joint-stock company

The management board has the right and duty to conduct the affairs of the company, unless the statutes provide otherwise.

Who is liable for business debts and obligations?

One-person business activity

The natural person conducting the business activity.

Civil law partnership

The partners of the partnership.

General partnership

The partnership and its partners.

Professional partnership

The partnership and its partners. A partner is not liable for debts and obligations which arise in connection with the exercise of a liberal profession by another partner in the partnership.

Limited partnership

The partnership and its partners.

Partnership limited by shares

The partnership and its general partners.

Limited liability company

The company. In certain situations, the management board may be liable.

Simplified joint-stock company

The company.

Joint-stock company

The company.

Do I have to cover my business liabilities from my personal assets?

One-person business activity

Yes - the owner has unlimited liability which means that the owner is fully liable for the debts and obligations of their business with all their assets, i.e. both the assets acquired as a result of operating the business and their personal property.

Civil law partnership

Yes - there is joint and several unlimited liability of the partners for the partnership's obligations. It covers both the assets acquired as a result of running the partnership and the personal assets of the partners. In the event of repayment of the debt by one of the partners, the others are released from the liability.

General partnership

Yes - there is joint and several liability of the partnership and its partners. Therefore, if the assets of the partnership are not sufficient to repay the debts and obligations, the liability rests with the partners, who are then liable without limitation with all their assets.

Professional partnership

Yes - there is joint and several liability of the partnership and its partners for the partnership's obligations. Therefore, if the assets of the partnership are not sufficient to repay its debts and obligations, the liability rests with the partners, who are then liable without limitation with all their assets. A partner is not liable in the case of:

  • debts and obligations arising in connection with the exercise by other partners of the liberal profession in the partnership.
  • debts and obligations caused by employees and associates of the partnership who have been guided by another partner in the provision of services connected with the partnership’s business.

Limited partnership

Yes - there is joint and several liability of the partnership and its partners. If the assets of the company are not sufficient to repay the debts and obligations, the liability for the debts rests with the partners. The liability of members depends on their status in the partnership:

  • the general partner is liable with all their assets without limitation
  • the limited partner is liable up to the commendam sum.

Partnership limited by shares

Yes - depending on the status of the partner. There is joint and several liability of the partnership and the partners having the status of general partners. If the assets of the company are not sufficient to repay the debts and obligations, the liability rests with the general partners.

In principle, the shareholder is not liable for the debts of the partnership. However, if the partnership contracts an obligation exceeding its assets, the shareholder's contribution will be used to repay the debt incurred.

Limited liability company

No - there is unlimited liability of the company for its obligations. If the assets of the company are not sufficient to repay the debts and obligations, the members of the management board are liable with all their assets to repay them. The liability of the management board may be limited in certain cases.

Simplified joint-stock company

No - there is unlimited liability of the company for its obligations.

Joint-stock company

No - there is unlimited liability of the company for its obligations.

What income tax (PIT or CIT) will I pay?

One-person business activity

The entrepreneur may choose:

  • taxation under general rules (the general scheme): according to a tax scale with 12% or 32% tax rates or a flat-rate taxation scheme with a flat rate tax of 19%
  • lump-sum taxation scheme: a lump sum tax on recorded revenues or the “tax card” scheme (provided that certain criteria are met).

Civil law partnership

The partnership is not a payer of income tax, the tax is paid by the partners. The income of each partner is subject to the personal income tax (PIT) in proportion to their share in the partnership.

General partnership

In principle, the partnership is not a payer of income tax, the tax is paid by the partners. An exception is a situation where the partners of the partnership do not only include natural persons and the partnership does not submit information about corporate income tax payers and about personal income tax payers who have rights to share in the profits of this partnership.

Professional partnership

The partnership is not an income tax payer, the partners pay the tax. The partners have two forms of taxation to choose from: taxation under general rules (the general scheme) according to a tax scale with 12% or 32% tax rates or a flat-rate taxation scheme with a flat rate tax of 19%.

Limited partnership

Partnership limited by shares

Limited liability company

Simplified joint-stock company

Joint-stock company

These partnerships and companies are taxed with corporate income tax. The rates of corporate income tax are:

  • 19% - the basic rate
  • 9% - reduced rate for small taxpayers (i.e. those taxpayers whose sales revenue including the VAT amount did not exceed the equivalent of EUR 1,200,000 in the previous tax year and taxpayers starting their business, in the tax year in which they started their business.)

In fact, double taxation occurs:

  • the revenue generated by the company is taxed at the company level
  • the revenue is re-taxed when dividends are paid to shareholders, this time at the level of shareholders. The dividends paid to the shareholders are taxed in principle with a flat-rate income tax of 19% (PIT/CIT – depending on whether the shareholder is a natural person or a legal person, respectively).

Read on how to choose the best form of taxation for your business.

What kind of accounting records do I have to keep?

One-person business activity

The entrepreneur may keep its accounts in the form of a revenue and expense ledger (simplified accounting) until they exceed the statutory revenue limit of EUR 2 million. If they exceed this limit, they must switch to the full accounting system, i.e. start keeping accounting books.

Civil law partnership

The partnership may keep its accounts in the form of a revenue and expense ledger (simplified accounting) until it exceeds the statutory revenue limit of EUR 2 million. If it exceeds this limit, it must switch to the full accounting system, i.e. start keeping accounting books.

General partnership

The partnership may keep its accounts in the form of a revenue and expense ledger (simplified accounting) until it exceeds the statutory revenue limit of EUR 2 million. If it exceeds this limit, it must switch to the full accounting system, i.e. start keeping accounting books.

Professional partnership

The partnership may keep its accounts in the form of a revenue and expense ledger (simplified accounting) until it exceeds the statutory revenue limit of EUR 2 million. If it exceeds this limit, it must switch to the full accounting system, i.e. start keeping accounting books.

Limited partnership

The partnership is obliged to keep full accounting records, i.e. it must keep accounting books. In addition, it is required to prepare financial statements and periodically check the actual balance of its assets and liabilities;

Partnership limited by shares

The partnership is obliged to keep full accounting records, i.e. it must keep accounting books. In addition, it is required to prepare financial statements and periodically check the actual balance of its assets and liabilities;

Limited liability company

The company is obliged to keep full accounting records, i.e. it must keep accounting books. In addition, it is required to prepare financial statements and periodically check the actual balance of its assets and liabilities;

Simplified joint-stock company

The company is obliged to keep full accounting records, i.e. it must keep accounting books. In addition, it is required to prepare financial statements and periodically check the actual balance of its assets and liabilities;

Joint-stock company

The company is obliged to keep full accounting records, i.e. it must keep accounting books. In addition, it is required to prepare financial statements and periodically check the actual balance of its assets and liabilities;

Read more about keeping accounts and records in business.

Will I pay contributions to the Social Insurance Institution (ZUS)?

One-person business activity

A person running a one-person business activity is a contribution payer: they pay contributions for themselves and for their employees.

Civil law partnership

General partnership

Professional partnership

Limited partnership

The partnership performs the function of a contribution payer only for persons working in it based on an employment contract or a contract of mandate. Each partner is considered by ZUS to be an entrepreneur. This means that they must pay monthly social and health insurance contributions calculated using the contribution calculation basis provided annually by ZUS. Incidentally, it is voluntary to pay contributions towards sickness insurance, which entitles a person to a benefit during sick leave.

Partnership limited by shares

The partnership performs the function of a contribution payer only for persons working in it based on an employment contract or a contract of mandate. A partner who is a general partner in such a partnership and a partner who is a shareholder are not subject to social insurance in this respect.

The partners of a limited joint-stock partnership may, however, join voluntary retirement and disability insurance schemes and pay their contributions towards these insurance schemes individually.

Limited liability company

The company performs the function of a contribution payer only for persons working in it based on an employment contract or a contract of mandate. In a single-shareholder company the shareholder pays social security contributions. In the event that the company is formed by at least two shareholders, shareholders are not subject to the obligation to pay social security contributions.

Simplified joint-stock company

The company performs the function of a contribution payer only for persons working in it based on an employment contract or a contract of mandate. However, a shareholder is not obliged to pay social security contributions regardless of whether the company is formed by one or more shareholders, each of them will be exempt from the obligation to pay social security contributions. A shareholder will only be required to pay social security contributions in the event that they make a contribution to the company in the form of provision of work or services.

Joint-stock company

The company performs the function of a contribution payer only for persons working in it based on an employment contract or a contract of mandate.

Read on the types of ZUS contributions paid by entrepreneurs.

Can I suspend my business?

One-person business activity

Yes. A one-person business activity may be suspended only if the entrepreneur does not employ any employees. Suspension period: a minimum of 30 days (if the period of suspension is the month of February, then 28 or 29 days, respectively). Read on how to notify suspension of business activity in CEIDG .

Civil law partnership

Yes. In the case of conducting business activity in a civil law partnership, the suspension of business activity is effective provided that all partners suspend their business activity. The activity of the partnership may be suspended if it does not employ employees. Suspension period: a minimum of 30 days (if the period of suspension is the month of February, then 28 or 29 days, respectively). You must notify the suspension to the Central Statistical Office, the tax office and CEIDG.

General partnership

Yes. A general partnership may suspend its activities provided that it does not employ employees. The activity of the partnership may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the partners on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Professional partnership

Yes. A professional partnership may suspend its activities provided that it does not employ employees. The activity of the partnership may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the partners on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Limited partnership

Yes. A limited partnership may suspend its activities provided that it does not employ employees. The activity of the partnership may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the general partners on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Partnership limited by shares

Yes. A partnership limited by shares may suspend its activities provided that it does not employ employees. The activity of the partnership may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the Management Board on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Limited liability company

Yes. A limited liability company may suspend its activities provided that it does not employ employees. The activity of the company may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the Management Board on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Simplified joint-stock company

Yes. A simplified joint-stock company may suspend its activities provided that it does not employ employees. The activity of the company may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the Management Board or the Board of Directors on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Joint-stock company

Yes. A joint-stock company may suspend its activities provided that it does not employ employees. The activity of the company may be suspended for a period of 30 days to 24 months. The date of suspension of activity should be indicated in a resolution of the Management Board on suspending the activity and in this case it cannot be earlier than the date of filing of an application for suspension in the National Court Register.

Can I close down my business?

One-person business activity

Yes. The decision to close down the business belongs to the owner. A one-person business activity can be closed at any time.

Civil law partnership

Yes. The decision to dissolve the partnership belongs to the partners. A civil law partnership can be closed at any time.

General partnership

Yes. The following are the reasons for dissolving the partnership:

  • the reasons set out in the articles of partnership,
  • a unanimous resolution of all partners,
  • a declaration of bankruptcy of the partnership,
  • the death of the partner or declaration of their bankruptcy,
  • termination of the articles of partnership by a partner or a creditor of a partner,
  • a final and non-appealable court judgement.

Professional partnership

Yes. The following are the reasons for dissolving the partnership:

  • the reasons set out in the articles of partnership,
  • a unanimous resolution of all partners,
  • a declaration of bankruptcy of the partnership,
  • a loss by all partners of the right to ractice the profession,
  • a final and non-appealable court judgement.

Limited partnership

Yes. The following are the reasons for dissolving the partnership:

  • the reasons set out in the articles of partnership,
  • a unanimous resolution of all partners to dissolve the partnership,
  • a declaration of bankruptcy of the partnership,
  • the death of the general partner or declaration of their bankruptcy,
  • termination of the articles of partnership by a partner or a creditor of a partner,
  • a final and non-appealable court judgement.

Partnership limited by shares

Yes. The following are the reasons for dissolving the partnership:

  • the reasons set out in the statutes,
  • adoption of a resolution by the general meeting on dissolution of the partnership,
  • a declaration of bankruptcy of the partnership,
  • the death, declaration of bankruptcy or withdrawal of the sole general partner, unless the statutes provide otherwise,
  • other reasons provided for by the law.

Limited liability company

Yes. The following are the reasons for dissolving the company:

  • the reasons set out in the articles of association,
  • a resolution of the shareholders on dissolution of the company or on the transfer of the seat of the company abroad,
  • in the case of a company whose articles of association have been made by using template articles, also a shareholder resolution on dissolution of the company with a qualified electronic signature or a signature certified with the ePUAP trusted profile added to it by all of the shareholders,
  • a declaration of bankruptcy of the partnership,
  • other reasons provided for by the law.

Simplified joint-stock company

Yes. The following are the reasons for dissolving the company:

  • the reasons set out in the articles of association,
  • a resolution of the general meeting on dissolution of the company or on the transfer of the seat of the company abroad, unless the transfer of the seat is to another Member State of the European Union or to a State-Party to the agreement on the European Economic Area, and the law of that State allows it,
  • a court judgement issued upon the request of a shareholder or a member of the company governing body if the objects of the company have become impossible to be achieved or there exist other significant reasons resulting from relations within the company indicating that the continued functioning of the company would be harmful to the interests of the shareholders or would be contrary to good morals
  • a declaration of bankruptcy of the company,
  • other reasons provided for by the law.

Joint-stock company

Yes. The following are the reasons for dissolving the company:

  • the reasons set out in the statutes,
  • a resolution of the general meeting on dissolution of the company,
  • a declaration of bankruptcy of the company,
  • other reasons provided by law.

How to formally close a business?

One-person business activity

The termination of the business activity must be filed to CEIDG within 7 days of the termination of the business.

Civil law partnership

An application for de-registration of a civil law partnership from the REGON register should be submitted. It must be signed by all partners (or an attorney-in-fact). The application must be submitted within 7 days from the date of the resolution on the dissolution of the partnership. A copy of the resolution on the dissolution of the partnership, signed by all partners, should be attached.

General partnership

Methods of dissolution of the partnership:

  • conducting a liquidation process – the partnership must file the opening of the liquidation to the National Court Register
  • a method of bringing the operations of the partnership to an end other than liquidation – unanimity of the partners is required.

Professional partnership

Limited partnership

In any case, the dissolution of the partnership requires the submission of an application to delete the partnership from the National Court Register.

Partnership limited by shares

Limited liability company

Simplified joint-stock company

Joint-stock company

Liquidation procedure must be conducted. Upon the opening of the liquidation, the company is obliged to trade under a changed business name: the existing name should be accompanied by the words “in liquidation” (Polish: “w likwidacji”). The company must file the opening of the liquidation to the National Court Register.

After the liquidation process, it is necessary to submit an application for deletion of the company from the National Court Register.

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