WEH Kanton © 2009
Thu, 8 Jan 2009 09:52:40 +0800
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Limited Liability Company
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Limited Liability Company (spółka z ograniczoną odpowiedzialnością)
Purpose
Established for the purpose of conducting a business and any other purpose allowed by law.
Founders
May be established by one or more persons. However, it may not be established solely by another single- member limited liability company.
Minimum capital
50,000 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.
Partner liability
Partners are not liable for the company's debts and obligations.
Taxation
CIT Declaration - Corporate Income Tax
Established process
Step- by- step instructions set out below.
Additional requirements for foreign investors No special requirements for foreign investors
FORMATION OF A LIMITED LIABILITY COMPANY - A STEP- BY- STEP GUIDE
(A limited liability company may be established by any foreign natural person or legal entity)
I. The Articles of Association or the Founding Deed (for a single- member company) must be executed in a notarised form before a notary in Poland.
A notary charges a notarial fee, the tax on civil legal acts and the tax on goods and services.
(notarial fee is calculated as a percentage of the share capital, but may not exceed PLN 5,000; the tax on civil legal acts is also calculated as a percentage of the share capital, 22% rate of tax on goods and services).
The Articles of Association or the Founding Deed should stipulate:
* the business name and registered address of the company,
* the objects of the company, as specified in Polish Classification of Activities (PKD),
* the life of the company, if established for a definite time period,
* the amount of the share capital,
* the capacity (or lack thereof) for a partner to hold more than one share,
* the number and nominal value of shares subscribed for by individual partners.
The next step is the making of contributions to the company's share capital and the appointment of the management board.
II. Entry in the Court Register (registration fee amounts to PLN 1,000)
The application for entry in the Court Register should be filed by the management board. The application must be signed by all members of the management board.
A limited liability company is entered into the Register of Entrepreneurs in the National Court Register.
For addresses of the Commercial Departments of the National Court Register and information on their territorial jurisdiction please consult the Ministry of Justice website at http://www.ms.gov.pl/
The application for registration should be filed on the KRS- W3 form .
The application should contain:
* the business name, registered office and address of the company. The company's business name may be chosen freely, however, it must include the wording "spółka z ograniczoną odpowiedzialnością". The partners are free to chose any name for the company as long as it is sufficiently distinct from the names of companies operated by other entrepreneurs in the same territory in which the company intends to operate,
* the objects of the company (e.g. trade in metal articles) (Annexe KRS- WM); must come within the Polish Classification of Activities (PKD), as the relevant PKD code must be provided in the annexe,
* the amount of share capital (minimum PLN 50,000),
* information as to the capacity (or lack thereof) of a partner to hold more than one share,
* the first names and surnames and addresses of the management board members and the manner of representation of the company (Annexe KRS- WK),
* the particulars of the partners of the company to be entered into the Register (Annexe KRS- WE),
* the first names and surnames of the members of the supervisory board or the audit commission if such individuals are to be appointed pursuant to the law or the Articles of Association,
* information on in- kind contributions made by partners, in the event that such are made,
* the life of the company, if established for a definite period,
* the name of the gazette selected for publication of company announcements if specified by the Articles of Association, other than Monitor Sądowy i Gospodarczy.
The application for registration of a single- member company should contain the first name and family name, or the business name, and registered office and address of the sole partner, as well as information that he or she is the sole partner of the company.
The application should be filed jointly with:
* the Articles of Association,
* a representation of all members of the management board that the contributions of all partners to the share capital have been paid up in full,
* if the notarial deed which includes the Articles of Association does not provide for the appointment of the members of the company's governing bodies, proof of their appointment with details of their membership must be provided,
* a list of all partners signed by all members of the management board, including the first name and family name or the business names and the number and the nominal value of the shares of each partner, as well as sample signatures of members of the management board placed before the Court or certified by a public notary,
* a document confirming the possession of a title to the premises in which the company intends to operate (e.g. lease contract),
* evidence of payment of fees for court registration and publication in the Court and Business Gazette (Monitor Sądowy i Gospodarczy).
It should be kept in mind that if the formation of the company is not reported to the Registry Court within six months of the date of execution of the Articles of Association, the Articles of Association will be deemed null and void.
III. Registration with the Statistical Office
Entrepreneurs are required to hold the REGON statistical number.
Steps that must be taken in order to obtain the REGON number.
Registration with the Statistical Office should take place no later than 14 days following receipt of a certificate of entry in the Court Register.
To obtain the REGON number, the entrepreneur should visit, in person or by proxy, the Statistical Office applicable to his or her place of residence. The Statistical Offices provide application forms and accept applications for registration from entrepreneurs having their registered office or permanent residence in the territory of the voivodship in which the office has jurisdiction. Forms are provided free of charge and no fee is charged for the filing of applications.
Registration is effected on the basis of an application filed by the entrepreneur on the RG- 1 form "Application for entry in the National Official Register of Entrepreneurs or change of registered data". This form is uniform for all of Poland.
The following documents should be attached to the application: a copy or excerpt from the Register, or a certificate of formation of or conducting of business activity by the entrepreneur . The Statistical Offices provide the registered entrepreneurs and their local units with certificates of the REGON statistical numbers. Certificates are issued free of charge and usually on the spot.
A limited liability company should file the following documents in order to obtain a REGON number:
* excerpt, copy or certificate of entry in the National Court Register, including the full address of the company's registered office,
* completed RG- 1 form.
IV. Opening of a bank account
The entrepreneurs who pursuant to the Business Activity Law are required to carry out transactions in a non- cash form, must open a bank account.
Article 13 of the Law provides that the entrepreneur should:
* Make or accept payments via his or her bank account in each case where the other party to a transaction is another entrepreneur and the once- off value of receivables or payables exceeds the PLN equivalent of EUR 3,000 or, if total receivables or payables in the preceding month exceeded the PLN equivalent of EUR 10,000, calculated at the average exchange rate published by the National Bank of Poland on the last day of the month preceding the month in which the transactions are effected.
* Give notice of the fact of holding a bank account for business purposes to the applicable Revenue Office collecting income tax from the entrepreneur. If the entrepreneur holds more than one bank account, he or she should choose one of them as the principal account and communicate his choice to the bank in which that account is held and the competent Revenue Office. The name and address of the bank and the number of the bank account or the principal account should be disclosed to the Revenue Office.
* Notify the competent Revenue Office and the bank in which the principal business account is held of any other accounts held in other banks, giving the names and addresses of such banks and the account numbers.
* Notify the banks in which the entrepreneur holds other accounts of the name and address of the bank in which he or she holds the principal account related to his or her business activity.
Steps for the opening of a bank account
In order to open a bank account, the entrepreneur must enter into an agreement with the bank. The banks usually require the submission of originals and copies of all documents obtained in the course of company registration.
The agreement should be read carefully. If it includes references to any other instruments, such as the regulations, general terms or resolutions of bank authorities, the entrepreneur should demand to see such documents and revise them carefully. If in doubt, the operator should ask a bank officer for additional explanations and where explanations provided are inadequate, consult a legal advisor.
The bank account agreement is accompanied by an annexe containing sample signatures of persons authorised to use the account, as well as the company's official stamp. The authorised persons place their signatures in the presence of a bank officer.
The banks may charge fees for:
1) the opening of an account,
2) issuance of a chequebook,
3) the keeping of an account,
4) transfers,
5) cash payments,
and other services.
Money deposited on the company's account may accrue interest, although in some banks deposits are interest- free. The solvency of the bank should be taken into account when selecting a bank.
A holder of bank account may obtain a credit or overdraft facilities under a separate agreement.
V. Registration with the Revenue Office. Taxpayer's Identification Number (NIP)
Taxpaying entrepreneurs are required to register with tax authorities, whereupon they obtain a Taxpayer's Identification Number (NIP). Taxpayers have to register within 14 days following registration of the company effected in compliance with the requirements of the law.
A taxpayer registers only once regardless of the number and types of taxes paid, form of taxation or types and number of businesses run by a taxpayer.
* The application for registration of natural persons should include the first name and family name of the applicant, the first names of parents, date and place of birth, sex, nationality/nationalities, address of permanent or temporary residence, type and number of a document proving identity , and a PESEL identification number.
* The application for registration of legal entities should include, in particular, the full and abbreviated business name, legal or organisational form, address of the registered office, REGON identification number, the registration authority and the number issued by it, a list of bank accounts, the place of keeping account records, and the objects of business activities compliant with classification standards.
* Furthermore:
The requirement to submit the bank account agreement may be met only after such agreement has been concluded with the bank. However, the bank requires that the decision on granting NIP be submitted prior to the conclusion of the agreement. As a result, the entrepreneurs wishing to comply with all formalities are faced with conflicting requirements. Presumably, the requirement of the Revenue Office to submit the bank account agreement concerns only the already established entrepreneurs , and not those who are just starting up business operations. The imposition of such requirement at the stages of taxpayer registration is unjustified in the light of the law, which explicitly links the obligation of holding a bank account to a set amount of turnover. For as long as an operator does not commence business activities , his turnover (sales, purchases) equals zero zlotys, therefore he is under no obligation to hold a bank account and the Revenue Office has no grounds for imposing additional obligations not based on law. Stamp duty on the confirmation of registration of a taxpayer that is, the goods and services tax (VAT) is PLN 152.
* Taxpayers of goods and services tax (VAT) or excise duty are required to register prior to performing the first taxable operation.
* Taxpayers of corporate income tax are required to register no later than on the day of filing the first tax return concerning CIT advance payment.
* Organisational entities without legal personality not being CIT taxpayers which:
o have employees - are required to register no later than upon filing the first (from the date of coming into force of the law) tax return concerning PIT advance payment;
o do not have employees - are required to register no later than one month after their entry in the Record of Entrepreneurs or other relevant registers.
* Taxpayers liable solely for taxes which constitute the proceeds of the communes (gmina) are required to register no later than:
o upon the filing of the first tax return concerning agricultural, forest or real estate tax.
VI. Registration with the Social Security Office
Apart from registering with the Revenue Office, a taxpayer commencing business activity is required to register with the Social Security Office (Zakład Ubezpieczeń Społecznych).
All persons required to pay social security contributions register with the Social Security Institution Office.
A payer of social security contributions is required to register no later than 7 day following:
* he or she has employed the first natural person or entered into legal relations whereby the other party has acquired the right to be covered by the retirement and pension schemes,
* the obligation to pay contributions to the retirement and pension schemes arises for the insured that are required to pay their own social security contributions or the social security contributions of their associates.
Text source: Polska Agencja Informacji i Inwestycji Zagranicznych (PAIiIZ) |
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