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Establishment and registration of a limited liability company (Sp. z o.o.) in Poland
2024-08-09 08:34

Establishment of a limited liability company (Sp. z o.o.) in Poland

Establihsment of Limited Liability Company (Sp. z o.o.) in Poland: A Step-by-Step Guide

Starting a limited liability company (Sp. z o.o.) in Szczecin can seem complicated, especially for those without prior experience in running a business. In this article, we present a comprehensive guide to help you establish a Sp. z o.o. step by step in Szczecin. We will cover all the necessary steps, from initial decisions, through the registration process, to the formalities related to the company’s operation. This will enable you to successfully start your own limited liability company in Szczecin.

ESTABLISHING A SP. Z O.O. IN SZCZECIN: WHERE TO START?

A limited liability company (Sp. z o.o.) is one of the most popular forms of conducting business in Poland. In Szczecin, as in other cities, establishing a Sp. z o.o. requires meeting certain conditions and going through the registration process. In this article, we will discuss the basic steps you need to take to establish a Sp. z o.o. in Szczecin.

HOW TO ESTABLISH A SP. Z O.O. IN SZCZECIN: FIRST STEPS

The process of establishing a Sp. z o.o. in Szczecin begins with deciding on the legal form of the business and choosing the company’s name. Next, you need to draft the company’s articles of association, which will include information about the business objectives, the amount of share capital, and the company’s registered office. It is also worth considering the division of shares among partners and the method of representing the company.

CONDITIONS FOR ESTABLISHING A SP. Z O.O. IN SZCZECIN

To establish a Sp. z o.o. in Szczecin, several basic conditions must be met. The first step is to draft the company’s articles of association. There are two options – in the form of a notarial deed or through the S24 system. Regardless of the method used, the agreement must include mandatory clauses. Partners must specify the company’s name and registered office, as well as the scope of its activities. The partners should also consider the amount of share capital, which must be at least PLN 5,000. The company must have at least one partner (a natural or legal person), and the articles should state whether a partner can hold more than one share and the number and value of shares held by each partner. The duration of the company should also be indicated. Once the agreement is drafted and signed, the company can proceed with the registration process.

PROFESSIONAL COMPANY FORMATION IN SZCZECIN: WHEN IS IT WORTH GETTING HELP?

In some situations, it may be worth considering professional assistance in establishing a Sp. z o.o. in Szczecin. Primarily, if you lack experience in running a business or are unsure how to properly prepare the documents necessary for company registration, seeking expert support may be advisable. Professional company formation in Szczecin can also speed up the registration process and help avoid mistakes that could delay the company’s operations. Additionally, experts can provide advice on tax optimization, employee hiring, or choosing the right company headquarters.

PROCEDURE FOR ESTABLISHING A SP. Z O.O. IN SZCZECIN

The procedure for establishing a Sp. z o.o. in Szczecin consists of several stages, including document preparation, company registration, and completing the formalities associated with starting the business. In the following sections, we will discuss the individual steps of the process to answer the question of how to establish a Sp. z o.o.

REGISTRATION OF A SP. Z O.O. IN SZCZECIN: STEP BY STEP

The process of registering a Sp. z o.o. in Szczecin includes the following stages:

Preparation of the company’s articles of association and other required documents, such as partner statements or consents to perform board member functions.
Submission of an application for entry into the National Court Register (KRS) along with the required attachments.
Obtaining the REGON, NIP, and possibly VAT numbers.
Opening the company’s bank account.
Registering with the Central Register of Beneficial Owners.
Registering the company with the Social Insurance Institution (ZUS) and possibly registering employees.

The formalities for registering a Sp. z o.o. in Szczecin can be completed via the Court Registers Portal (if the articles of association are in the form of a notarial deed). If the agreement was made through the S24 system, the registration application should be submitted through the same system.

COST OF ESTABLISHING A SP. Z O.O. IN SZCZECIN: HOW MUCH DOES IT COST?

The costs associated with establishing a Sp. z o.o. in Szczecin include:

A court fee for entry into the KRS, which is PLN 350.
Notarial costs related to preparing the company’s articles of association, which can range from PLN 500 to over a thousand PLN, depending on the share capital amount and the complexity of the agreement.
A fee for publication in the Court and Economic Monitor, which is PLN 100.
Possible costs for legal and tax advice and accounting services.

The total cost of establishing a Sp. z o.o. in Szczecin can range from PLN 950 to PLN 2,000, depending on the choice of additional services.

If you register the company through the S24 system, your costs will be limited to PLN 350, which includes:

An entry fee to the National Court Register – a court fee of PLN 250. The S24 system will automatically provide the bank account number of the registration court appropriate for your company’s registered office.
A fee for the publication of the first entry in the “Court and Economic Monitor” of PLN 100, payable to the current account of the district court receiving the entry application.
A handling fee for the payment operator.

FAST COMPANY REGISTRATION IN SZCZECIN: HOW DOES IT WORK?

Fast company registration in Szczecin is possible thanks to the S24 system, which allows for the establishment of a Sp. z o.o. online. This process shortens the registration time to a few business days. To take advantage of fast registration, you should:

Prepare the company’s articles of association in the form of a notarial deed.
Register in the S24 system and submit an application for entry into the KRS with attachments.
Obtain the REGON, NIP, and possibly VAT numbers.
Open the company’s bank account online.
Register the company with the ZUS and possibly register employees.

Fast registration of companies in Szczecin allows for speeding up the company formation process and reducing the formalities associated with registration.

S24 COMPANY REGISTRATION IN SZCZECIN: ADVANTAGES AND DISADVANTAGES

Registering a company through the S24 system in Szczecin has its advantages and disadvantages. The advantages include:

Faster company registration process.
The ability to establish the company without the need to appear in court in person.
Simplification of the registration formalities.

The disadvantages of registering a company through the S24 system in Szczecin include:

The need to use templates of articles of association, which limits flexibility in defining certain provisions.
Not all types of companies can be registered through the S24 system.

PREPARING THE COMPANY FOR REGISTRATION IN SZCZECIN

Before submitting the application for registering a Sp. z o.o. in Szczecin, several important tasks need to be completed. These include:

Preparing the company’s articles of association and obtaining the signatures of all partners.
Completing the necessary declarations, such as the declaration of partners on the amount of contributions and their transfer to the company.
Determining the company’s management structure and electing members of the management board or supervisory board.
Completing documents related to the company’s address, such as a lease agreement or deed of ownership.

Preparing the company for registration in Szczecin is crucial for the success of the entire process. Properly completing all the formalities will help avoid delays and allow the company to start its operations quickly.

DOCUMENTS REQUIRED FOR REGISTERING A COMPANY IN SZCZECIN

To register a Sp. z o.o. in Szczecin, the following documents are required:

The company’s articles of association.
A list of shareholders along with information on their contributions.
A resolution on the appointment of members of the management board and, if necessary, the supervisory board.
The company’s address, confirmed by appropriate documents (e.g., lease agreement).
Applications for entry into the KRS, REGON, NIP, and VAT numbers.

CHOOSING THE COMPANY’S REGISTERED OFFICE IN SZCZECIN: WHICH LOCATION TO CHOOSE?

Choosing the company’s registered office is an important decision that impacts the company’s operations. In Szczecin, there are many possibilities, depending on the needs and specifics of the business. You can opt for:

Renting office space in a prestigious location in the city center, which enhances the company’s image.
Choosing a cheaper office on the outskirts of the city, which reduces operating costs.
Using a virtual office service, which allows you to save on rent and still have a professional address for your company.

When choosing the company’s registered office in Szczecin, it is worth considering the nature of the business, budget, and accessibility for customers and employees.

CONCLUSION: SP. Z O.O. IN SZCZECIN – A COMPANY YOU CAN START SUCCESSFULLY

Establishing a limited liability company in Szczecin is a process that requires proper preparation and meeting many conditions. However, with the right approach and the use of professional assistance, setting up and running a Sp. z o.o. in Szczecin is possible and provides many benefits.

Remember that establishing a Sp. z o.o. is just the first step. Equally important is the continuous management of the company, monitoring changes in legal regulations, and adapting the business to market conditions. With the right approach, your company will be able to achieve success and develop in the demanding Szczecin market.

We invite you to listen to a podcast about how to set up a limited liability company. Legal counsel Julia Marcola discusses the most important issues related to establishing a company and provides tips on what matters should be considered in this regard.

You can find the article along with a link to listen to the conversation here.

Permanent establishment (PE) for foreign businesses
2024-07-25 12:40

Foreign entrepreneurs conducting business activities in Poland should be aware of potential tax implications. Different business models can lead to establishing a foreign permanent establishment (PE). In such cases, the Polish tax office may claim taxes on income earned within Poland.

Understanding tax residency and Double Tax Treaties (DTTs):

The general rule for settling taxes is based on unlimited tax liability, or tax residence. Simply put, taxes are paid in the country of residence. For companies, this is the country of their registered office. International double tax treaties (DTTs) exist to prevent companies from being taxed twice on the same income.

However, if a taxpayer has a PE in another country, that country can tax the income earned by that PE.

What constitutes a permanent establishment?

The definitions of a PE are found in DTTs and Polish legislation. Typically, a foreign PE includes:

A fixed place of business through which an entity conducts all or part of its activities in Poland (e.g., branch, subsidiary, representative office, factory, workshop, farm, or place of natural resource extraction).
A construction, assembly, or installation project lasting longer than a year.
Another person or company acting on the foreign entity’s behalf with a power of attorney to enter into contracts and who actually exercises that power.

Polish income tax laws prioritize DTTs in determining the existence of a PE. Polish regulations apply mainly when there’s no DTT between the foreign taxpayer’s country of residence and Poland.

Therefore, a foreign PE can arise in various situations. It’s not just about conducting full-scale business activity in Poland (like a branch or subsidiary). The definition also includes specific business parts (factories or workshops), performing commissioned work (construction sites, assembly), or cooperation with another business entity (representative for concluding and negotiating contracts).

Specific type of PE: Representative:

The OECD Model Convention adds significant details regarding a PE arising from a contractual representative. According to the OECD Model Convention, if a person regularly enters into contracts or plays a central role leading to contracts routinely entered into by the enterprise without significant modifications, and those contracts are:

Made on behalf of the enterprise,
Related to transferring ownership or granting rights to use property owned by the enterprise, or
For providing services by the enterprise,

then that undertaking will be considered to have a PE for any activity undertaken for that enterprise.

Activities that don’t create a PE:

Fortunately, international treaties, following the OECD Model Convention, have limitations on applying PE provisions. A PE won’t be established if a facility is used or maintained for:

Storing, displaying, or issuing goods belonging to the enterprise.
Storing goods solely for storage, display, or delivery.
Storing goods solely for processing by another undertaking.
Purchasing goods or collecting information for the enterprise.
Carrying out any other preparatory or auxiliary activity for the enterprise.

Additionally, OECD Model Conventions and international agreements state that working with a professional representative acting in the ordinary course of business (e.g., broker, commission agent) does not create a PE.

Analysis and practice about PE:

As you can see, the risk of creating a PE exists in many situations when starting a foreign business. Therefore, it’s crucial to verify if the tax office in the country you’re entering will be interested in your income. Analyze your actual activity in that country to assess whether conditions exist that exclude creating a PE.

The Polish tax authorities have considered the following activities to create a PE:

An employee of a foreign company working from home in Poland.
An office in Poland developing software for a foreign company.
A manager acquiring clients for a foreign company.
A contract manufacturer.

Future articles will detail situations where Polish tax authorities found a PE, the tax consequences, and the challenges faced.

How we can help you?

If your company conducts or plans business in Poland, we can assist you with:

Analyzing whether a PE has been established in Poland and advising on minimizing such risks.
Registering for tax purposes in Poland.
Preparing relevant documents for establishing and recording income in Poland.
Filing the relevant tax returns.

How a Succession Manager Can Secure Your Sole Proprietorship
2024-05-10 08:56

Introduction

Entrepreneurs running sole proprietorships often worry about the future of their business in the event of unforeseen circumstances. The institution of a succession manager, introduced in 2018, allows for the secure and continuous operation of the business even after the entrepreneur’s death.

Who is a Succession Manager?

A succession manager is an individual who temporarily takes over the management of the sole proprietorship after the death of the entrepreneur. Typically, they have 2 years to handle the formalities associated with “taking over” the business and to make decisions about its future.

How to Appoint a Succession Manager?

To appoint a succession manager, an entrepreneur must:

– Submit a written declaration appointing the manager;
– Obtain consent from the manager to perform the role;
– Register the management with the Central Registration and Information on Business Activity (CEIDG).

An entrepreneur can also appoint one “reserve” manager.

Heirs can also appoint a manager after the entrepreneur’s death. They have 2 months to do this, and it must be done at a notary’s office. However, it’s worth noting that appointing a manager post-mortem is more formalized and also tied with emotional difficulties due to the actions needed shortly after the death of a loved one.

Benefits of Appointing a Succession Manager

1) Smooth Business Transition: The business continues without the expiration of licenses and permits, allowing ongoing cooperation with existing JDG contractors.
2) Preservation of Tax Identification Number and Bank Accounts.
3) Tax Benefits: The possibility of remaining on the VAT white list, continuing to settle JDG in the existing form of taxation.

Potential Complications Without a Manager

The absence of a manager can lead to serious complications. Heirs can only undertake temporary tax activities related to the current business operations (up to 6 months). After 6 months without a manager, the business ceases to exist, resulting in the loss of accrued achievements.

Exemption from Inheritance and Donation Tax

Inheriting a business can be exempt from tax if:

1) The declaration of inheritance is made using form SD-Z2 within 6 months (for immediate family).
2) A buyer outside the family continues to run the business for 2 years after acquisition.
3) The business is contributed to a company (the 2-year condition applies to holding shares).

Summary

The succession manager is a valuable tool that ensures the continuation of a JDG after the entrepreneur’s death. It facilitates formalities, ensures smooth operation of the business, and offers a range of tax benefits. Our team of lawyers and tax experts is ready to assist you in establishing a succession manager and choosing the optimal solution for your business.