Undertaking a business activity in Poland

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2 Undertaking a business activity in Poland A presentation by: Legal office of Jacek Świeca and Michał Jaskólski Leader of legal and business market since 2012 Warsaw,

3 Regulations on undertaking a business activity in Poland The Law on Economic Activity of 19 November 1999 The Code of Commercial Partnerships and Companies of 15 September 2000 The Act of 20 August 1997 on the National Court Register The principle of freedom of economic activity (everyone - on equal terms - has the right to pursue an economic activity at their choice)

4 The entity limitations Under the same conditions as Polish citizens, economic activity can be undertaken and executed by natural persons, corporate bodies and other organisational units with no legal personality having legal capacity who come from: 1. Member States of the European Union 2. Norway, Iceland and Liechtenstein 3. From countries not being a party to the Agreement on European Economic Area - on the basis of agreements between these countries and the European Community and its Member States (e.g. from Russia and Ukraine) 4. Citizens of countries other than those listed above who are members of families persons indicated in point from 1. to 3. abovementioned, are authorized to remain residence on the basis of the Aliens Act and are protected in Poland on the basis of the Act on granting protection to foreigners on Polish territory (e.g. in Poland have a permit to settle or tolerated stay or have a refugee status) or have the Card of the Pole

5 Subject limitations 1. Concessions 2. The authorizations, licenses, consent 3. Regulated activity

6 Types of commercial partnerships and companies Partnerships: -General Partnership -Professional Partnership -Limited Partnership -Limited Joint-Stock Partnership Companies: - Limited Liability Company - Joint-Stock Company

7 Numbers of registered entities Type of company or partnership Numbers Joint-Stock Company 9,322 Limited Liability Company 252,411 General Partnership 32,390 Professional Partnership 1,428 Limited Partnership 6,439 Limited Joint-Stock Partnership 1,050

8 Basic information of Ltd (the most common form of a commercial company in Poland) Minimum share capital PLN 5.000,00 Minimum value of shares PLN 50,00 Number of founders Contributions When capital must be contributed Shareholders liability Minimum one shareholder (exception: a sole shareholder limited liability company cannot establish Ltd as the sole shareholder) In cash or in kind Before entering company into the register. The shareholders are not liable for company s obligations. Their only risk is limited to the value of their shares.

9 Steps necessary to establish a limited liability company 1. Conclusion of the Articles of Association in the form of a notarial deed 2. Preparation of specimen signature card before the notary public 3. Making contributions by shareholders to cover the entire share capital and, where a shares are taken up at a premium to their nominal value, transferring the socalled share premium 4. Appointment of the Management Board 5. Appointment of the Supervisory Board or the Audit Committee - mandatory only if: a) share capital exceeds PLN ,00 b) the number partners exceeds 25 persons 6. Registration in the Register of Entrepreneurs of the National Court Register within 6 months from the day of incorporation of the company 7. From 1st January 2012, there is an additional procedure for the registration of company via Internet (e-registration) - conclusion of the Articles of Association (AoA) is available electronically using a standard contract (it is not necessary to conclude AoA in the form of a notarial deed)

10 Governing bodies of the limited liability company 1. Shareholders Meeting 2. Management Board 3. Supervisory Board/Audit Committee

11 Branch Office basic information 1. Conducting business activity both in the small (micro-, small businesses), as well as on a large scale (e.g. banks) 2. Limitation: the branch office can run business activity only in the scope of business activity of foreign entrepreneur 3. The founders / shareholders: the foreign entrepreneur 4. The competent register: Register of Entrepreneurs of the National Court Register 5. No minimum capital 6. Duration: without restrictions (but: liquidation of foreign entrepreneur = liquidation of a branch office) 7. The steps needed to form a branch office: The application of the foreign entrepreneur to the National Court Register Branch office can begin the activity after entry into the Register of Entrepreneurs 8. The foreign entrepreneur establishes a person authorized to represent him 9. Full responsibility of the foreign entrepreneur

12 Representative Office basic information 1. Business activity is limited only to advertising and promotion of foreign entrepreneur 2. The founders / shareholders: the foreign entrepreneur 3. The competent register: Register of Entrepreneurs of the National Court Register 4. No minimum capital 5. Duration: without restrictions (but: liquidation of foreign entrepreneur = liquidation of a representative office) 6. The steps needed to form a representative office: The application of the foreign entrepreneur to Register of Representative Offices of Foreign Companies kept by the Minister of Economy Representative office can begin the activity after entry into the Register 7. The foreign entrepreneur establishes a person authorized to represent him 8. Full responsibility of the foreign entrepreneur

13 Why Poland? Polish law is rather favourable to foreign entrepreneurs The government offers investors various forms of state aid, such as: CIT tax at the level of 19% and investment incentives in 14 Special Economic Zones Among others: income tax exemption, real estate tax exemption, competitive land prices, several industrial and technology parks, the possibility to benefit from the EU structural funds, brownfield and greenfield locations According to the National Bank of Poland (NBP) the level of FDI inflow into Poland in 2006 amounted to 13.9 billion Euro One of the main reasons why investors tend to choose Poland is its location at the very heart of continental Europe, part of the trans European road network and easy access to 250 million consumers within a radius of 1,000 km Poland is a significant market of 38 million consumers driving 10% annual retail market growth. In the first quarter of 2007, the Polish economy recorded GDP growth of 7%, which is twice as much as the EU average POLAND = EAST WEST GATEWAY

14 Why Poland? New law from 2015 Full registration online (KRS or CEIDG) Enough capital - 1 Polish Zloty Reserve capital Polish Zlotys Price at which the shares will be taken, shall be determined only in the articles of association of the company Why the change? If you need to rescue the company you will be able to instantly include additional shares without the need for capital changes. It will streamline the process of rescuing companies in financial difficulty

15 Case study - BEBEVCO Bebevco - an innovative Beverage Company dedicated to making products aimed towards significantly important target markets Markets include the United States, as well as, Latin America, Australia and Asia The company decided to move its headquarters to Poland

16 Case study GLOBAL SPIRITS GLOBAL SPIRITS - global leading producer of alcoholic beverages, the biggest international alcohol holding company in Eastern Europe The company was established in Today it combines the core spirit production businesses of Ukraine, Russia and the USA Global Spirits includes up-to-date facilities for vodka, liqueur, cognac, brandy, wine, champagne, vermouth, and low-alcohol beverage production: - Khortytsa Distillery (Zaporozhye, Ukraine) - Odessa Cognac Factory (Odessa, Ukraine) - Crimean Wine House (Feodosiya, Ukraine) - Russkiy Sever Distillery (Vologda, Russia) Apart from the production facilities, Global Spirits owns a multi-branch distribution network: - Megapolis Trade House (Kyiv, Ukraine) - Megapolis Trade House (Moscow, Russia) - Megapolis Trade House (New York, USA) Decided to move headquarters to Poland

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