Conducting business activities in Poland

Overview

Foreigners from a Member State of the European Union may perform business activities in Poland on the same rules as Polish citizens and entrepreneurs. By contrast foreigners of countries, which do not belong to the European Union, also have the right to undertake business activities in Poland but with certain restrictions.

The following summary will give you a first indication, which requirements the Polish law imposes on foreign entrepreneurs, who intend to conduct business activities in Poland. Please note, that your intention to undertake a business in Poland must be real. That means you should have ideas and concrete concepts for the development of your business on the Polish market, before you establish a company in Poland. If your aim is to obtain a visa and later a temporary residence permit and a work permit in Poland, you will have to prove your intention to conduct business activities for the first time when you apply for a visa and later during the administrative procedure for obtaining the residence and work permits. That’s why it’s very important for you to have a transparent and understandable concept, which will convince the Polish consul and the Polish authorities, that you will really develop a business in Poland.

A foreigner of a non EU country has the choice only between a limited partnership, limited joint-stock partnership, limited liability company (ltd.) or a joint-stock company for doing business in Poland (unless intergovernmental or international agreements provide otherwise). If a foreign person of a non EU country only wants to establish one of the above mentioned capital companies in Poland, as a shareholder he won’t need neither a residence permit nor a work permit. But if he intends to conduct business activities personally in Poland, for example as a member of the management board of a ltd. in Poland, he ‘ll have to apply for a temporary residence permit and a work permit.

Establishment of a company in Poland

The most popular type of business set-up in Poland, chosen by foreigners from a country outside the European Union, is the limited liability company. One of the reasons for this is the fact, that a shareholder of such a company won’t be liable for losses incurred by the company itself.

Regarding the establishment of a limited liability company under the Polish law a non EU foreigner has the choice: either a company formation from the beginning or a takeover of an existing ltd. registered by our law firm (without any business activities, but with tax identification number and VAT registration).

Please note, that there is also another possibility to set up a company: as a non EU foreigner you can also register a limited liability company using the online system of the Polish Ministry of Justice (the so called S24 system). If you intend to register a company using the online system, you ‘ll have a ready-made ltd. within a period of just a few days. This is the fastest and cheapest way to get your own company (ltd.) (for instance the certification of the articles of association at the notary is not necessary). But there are restrictions, e. g. regarding the content of the company deeds. The online system provides prepared samples of a company deed, in particular with the following articles: business name, address, business activities of the company, share capital, duration, management board, shareholders meeting, financial year. There is a restriction concerning the type of coverage of the share capital: shares of an online ltd. may be covered only in cash. Furthermore, if you want to include additional provisions in the company deed than mentioned above (e. g. special agreements between shareholders concerning the distribution of company profits), you won’t be able to register your company via the internet. In this situation you have to certify the articles of association at the notary in the form of a notarial deed.

The Polish Commercial Companies Code provides, that a limited liability company (ltd.) may be established by one or by more persons (individuals or legal entities). Please note the following: if you decide to take over all shares (100%), you will have to pay social security contributions in Poland. If there are at least two shareholders, they won’t be obligated to pay social security contributions, unless they perform work for the benefit of the company on the basis of a civil law or labour law contract.

Furthermore, there are restrictions, when a sole shareholder of a ltd. is also the only member of the management board. In this situation a notarial certification is required for all legal acts (e. g. the contract, on the basis of which he performs work) between the sole shareholder and the company which he represents.

Visas and permits

Visas

After establishing the company you can apply for a visa in the consular section of the Polish embassy in your country.

Please note, that there is a special procedure to submit an application. In many countries outside Europe it’s necessary to register the application and to make an appointment with the consul or a consular assistant at a special website of the Polish Ministry for foreign affairs: https://secure.e-konsulat.gov.pl After registration and after reserving the appointment you have to appear in person in the embassy with the printed application and all documents proving your intention for your stay in Poland.

You can apply for a Schengen Visa or a National Polish Visa. A Schengen Visa allows a non EU foreigner to remain in the Schengen Area and especially in Poland for up to 90 days within a period of 180 days. A National Polish Visa allows a non EU foreigner to stay in Poland for a longer time than 90 days.

You have to attach to the printed and signed application form in particular the following documents:

• a valid identity document,
• a current photograph,
• documents concerning the purpose of the journey and the planned stay in Poland,
• documents certifying, that the applicant has sufficient financial means to cover the costs of his stay in Poland,
• a document confirming the foreigners intention to leave Poland before the expiration of the visa,
• a document concerning the possession of a health insurance or of a travel medical insurance with a minimum coverage of EURO 30.000,00.

Please note that you have to pay a visa fee, for instance for the issuance of a Schengen visa in the amount of EURO 60,00.

Please note, that the consul can request more and other documents or further information from you. It’s also possible, that the consul intends to have a conversation with you in your visa matter. Furthermore, all above mentioned documents issued in a foreign language have to be submitted in the Polish or English language.

Usually you get a response concerning your visa application within a period of two weeks. Before applying for a visa its necessary to visit the website of the Polish embassy in your country to learn more about the documents which are required in your personal case.

Temporary residence permit / work permit

The Polish law provides a general rule, on the basis of which a non EU foreigner after receiving the visa for business purposes will have to apply for a temporary residence permit and a work permit, if during his stay he intends to perform work on the territory of Poland, for instance with a labour or civil law contract, for a longer time than 90 days (3 months).

In general, the residence permit only concerns the stay of a foreigner (for instance attendance of schools and universities in Poland, the carrying out of research or scientific activities in Poland or of course, the conduction of business activities), while the work permit is necessary only in special situations, when the non EU foreigner intends to perform work on the basis of a labour or civil law contract for the benefit of an employer with seat in Poland.

Please note, that the issuance of these permits by the Polish authorities is in each case a discretionary decision. If the non EU foreigner intends to become a managing director in his own company (a member of the management board of the company he established in Poland), it will be possible to apply for the temporary residence permit and the work permit within one (the same) administrative procedure in Poland. The applicant has to submit the application in person at the competent office of the Department of Foreigners in Poland, no later than on the last day of his lawful stay in Poland.

You have to attach to the printed and signed application form in particular the following documents:

• 4 recent colour photographs,
• a valid travel document,
• documents confirming the possession of a stable and regular source of income sufficient to cover the costs of living for the foreigner (e.g. employment contract),
• documents confirming a health insurance or the coverage by the insurer of the cost of treatment in Poland,

Important note: if you intend to become a member of the management board of your own company, you will have the possibility to conclude with your company an employment contract. This contract, on the basis of which you would perform your work for the benefit of your company, will give you the legal ground for health insurance in Poland. Furthermore, with such a contract you will able to prove, that you will have a stable and regular income to cover your costs of living in Poland.

• documents confirming the fact of living in Poland, for example lease agreement, certificate (booking) from the hotel,
• Certificate of having no corporate tax arrears,
• Articles of association of the company established by the foreigner,
• Company’s balance sheet, together with the current profit and loss account,

Moreover the Polish Act on foreigners provides, that the company, established by the foreigner, has to prove

• a generation of a certain income in the fiscal year preceding the submission of an application for a temporary residence permit for the purposes of conducting business activity (not lower than 12 times of the average monthly remuneration in the voivodeship, where the foreigner’s company has its seat),

OR

• an employment of at least two Polish citizens or foreigners who are allowed to work in Poland without a work permit in the company for a period of at least 1 year preceding the submission of an application for a temporary residence permit for the purposes of conducting business activity,

OR

• that the financial situation of the company for the conduction of business activities in Poland will allow to meet the above mentioned criteria in the future,

OR

• that the business activities of the company will contribute to an increase of investment in Poland or to a transfer of modern technologies to Poland or the creation of new jobs in Poland in the future.

If the foreigner doesn’t attach all of the above mentioned documents to his application, the competent Polish authority will request these documents within a period of 7 days from receiving the request. Furthermore, all above mentioned documents issued in a foreign language have to be translated in the Polish language by a sworn translator in Poland.

Please note that you will usually get a decision within a period of two months after submitting the complete application. In general, a temporary residence permit is granted for a period necessary for the realization of the purpose of the foreigner’s stay in Poland, but no longer than 3 years.

We are at your disposal!

Our team of experienced attorneys and lawyers can advise and represent you in the following cases:

• establishment of your company (ltd.) in Poland under the Polish law,
• provision of legal advice regarding the Polish business law, in particular regarding the corporate law, labour law and social security law,
• provision of legal support in your visa matters, especially in situations, when you have to prove your business activities in Poland,
• provision of legal support in the procedure of receiving the temporary residence permit and the work permit in Poland,
• representation in appeal procedures.

Please contact us for a first evaluation of your business plans in Poland!