“Setting up a Business in Poland”

A presentation by:

Andrzej Kalwas

Managing & Founding Partner

Kalwas&Partners Law Office

Warsaw, Poland

Moscow, 7 June 2013

Regulations on Establishing business activities in Poland

• the Business Activity Law of 19 November 1999, gives to the Polish

and foreign entities equal rights to take up and conduct business

activities in Poland.

• the Code of Commercial Companies of 15 September 2000

governing the establishment and activities of the commercial

companies,

• the Act of 20 August 1997 on the National Court Register.

• The following are the main legal forms available for doing business in Poland. All these forms are available to Polish

investors and foreign investors based in countries that are EU and EFTA members.

Types of companies

COMPANIES

PARTNERSHIPS CAPITAL COMPANIES

• General

• Professional

• Limited

• Limited Joint-Stock

• Limited Liability

• Joint-Stock

Numbers of registered entities

Type of company or partnership

Numbers

Joint-Stock Company 9,322

Limited Liability Company 252,411

Registered Company 32,390

Proffesional Partnership 1,428

Limited Partnership 6,439

Limited Joint Stock companies 1,050

Categories of investors:

Foreign investors from EU, EFTA, EEA members state Foreign investors from other countries than those mentioned above: Holding the following permits in Poland

Settlement permit Residence permit for a long-term European Community resident Residence permit for define period Residence permit for a tolerated stay Refugee residence permit Consent for a tolerated stay Permit to reside for a defined period and have been married to a Polish citizen

residing in Poland Enjoying temporary protection Enjoy supplementary protection Holding a valid “Karta Polaka” Family members of foreign investors from the EU, EFTA or EEA members states, as set out by relevant legislation

Basic information of LLC

Minimum share capital PLN 5,000 (EUR 1,200)

Minimum value of shares: PLN 50 (EUR 12)

Number of founders: Min. one. Sole-shareholder LLC may not incorporate an LLC as the sole shareholder.

Contributions: In cash or in kind

When capital must be contributed:

Before entering the LLC into the register.

Shareholders’ liability: The shareholders risk is limited to the value of shares.

Formation and Registration

1) The Articles of Association

- must be executed in the form of the notarial deed at the public notary office.

2) Entry in the Court Register

3) The following REGISTRATIONS are required upon the entry in the Court Register:

• Registration with the Statistical Office

• Registration with the Revenue Office. Taxpayer's Identification Number (NIP)

• Registration with the Social Security Office

4) Opening of a bank account

Governing bodies of the LLC

shareholders’ meeting

management board

supervisory board

audit committee (optional unless the limited liability company

has share capital of more than PLN 500,000 and at the same

time more than 25 shareholders)

Cost of incorporation

The approximate costs of incorporation of a Company with a

share capital of 5.000 PLN (approx. 1.200 EUR) are as follows:

• 700 PLN – notary fee – increases with the value of the share

capital,

• 250 PLN – for the certified copies of the act,

• 1000 PLN – sworn translation of documents and oral translation

at the Public Notary Office,

• 600 PLN – registration in the National Court Register

Partnerships

The Polish Code of Commercial Partnership and Companies

provide for four types of partnership:

Registered partnership (sp.j.)

Professional partnership (sp.p.)

Limited partnership (sp. k.)

Limited joint stock company (S.K.A)

Branch Office – basic information.

A branch office does not posses a legal personality.

May be established only in order to conduct any business activities within the scope of activities of foreign business entity.

The branch is a separate part of foreign undertaking which acts independently outsider the registered Office of entrepreneur.

Does not have formally distinguished property.

All actions of the branch office affects directly a foreign entrepreneur.

Do not have separate capital.

Foreign business entity bears the full liability.

Time: entire process of registration normally takes 5-6 weeks.

Representative Office – basic information.

A representative office does not posses a legal personality.

Scope of activity it may conduct is restricted strictly to

promotion and advertising of foreign entrepreneur on the

territory of Poland.

No other business activity is allowed.

Foreign entrepreneur or foreign person entitled to promote the

industry bears full liability.

Do not have separate capital.

Time: entire process of registration normally takes 3-5 weeks.

Warsaw Office

Piękna 1 B St.

00-539 Warsaw

Email: kancelaria@kalwas.com

Tel: +48(22)-628 66 57

Fax: +48(22)- 628 66 57 # 116

www.kalwas.com

The content of the presentation cannot be applied as legal counselling as this will always be subject to actual and specific knowledge of the client’s situation.