Any change to the terms of employment should be made in writing. Moreover, the notification procedure should be commenced prior to the signing of a preliminary agreement obliging an investor to make the FDI acquisition or, in the case of the acquisition of a WSE-listed company by way of a public tender offer, prior to the announcement of the tender offer. the Labour Code (which regulates the processing of employees' data). However, this presumption may be challenged by the undertaking involved. Some tax relief may also be available for the purposes of restructuring. 2017 Accounting Auditing Business Services Consulting/Advisory Doing business in Poland HR International Business Investing in Poland IT Solutions Legal Payroll Poland Tax Publications Download the brochures providing general information and outlining the … The role of the supervisory board is to exercise day-to-day supervision over all areas of the company's activity. ); obtain work and stay permits for your staff (if required). at least 30 employees, where the employer employs 300 employees or more and the redundancies are made during 30 consecutive days. Before you start operating in Poland, we will help you: Poland is not only attractive due to its geographical and political features but also due to its positive attitude toward new potential investors Its role is to monitor the company's activities and review the financial statement and management report on company activity. The Country Commercial Guide (CCG) presents a comprehensive look at Poland's commercial environment using economic, political, and market analysis.. Market Overview Market Challenges Market Opportunities Market Entry Strategy. in the case of payments made to eligible shareholders, the company or the shareholder receives a ruling from the tax authorities on the applicability of the withholding tax exemption, valid for three years. With great potential to grow further, Poland is the sixth largest economy in Europe and is highly diverse, and also classed as a developed nation. Companies are obliged to notify the registry court of any changes to information disclosed in the register, such as the composition of their decision-making bodies, rules of representation, registered office and address, amount of share capital, and the names of their shareholders or partners. identify the most beneficial legal form of business presence in Poland, both from business and tax perspective; set up a fully operational Polish entity; if you operate within regulated business - we will assist you in obtaining all necessary permits; structure shareholding and financing, including financing of acquisitions, in the most tax efficient way; apply for any applicable grants and incentives (public aid); understand and address Polish tax implications (income taxes, Vat, customs, etc. However, such negotiations are common when the company being sold is state-owned. This information must be submitted to the relevant labour office. Therefore, once software can be considered a "work", it obtains copyright protection. Third parties have three months to file an opposition to a trade-mark application on the basis of their earlier trade marks or other rights. To terminate an indefinite term contract, the employer must state the reason for termination in the notice, which must be real, specific and serious enough to justify termination. If that proves ineffective, they may institute enforcement against a partner's assets. The minister has six months to decide on the application and may refuse to issue a ruling if the application relates to a case of tax avoidance. In the event of an infringement of economic rights, the author may demand cessation of the infringement, remedy of the results of the infringement, damage compensation and the surrender of any unlawfully obtained benefit. Outside of Poland, everybody says that Poland is a success story, economically and also for entrepreneurs. Claims concerning an infringement of a protection right over a trade mark are heard before a court in civil proceedings. Furthermore, acquisition of real property (including the so-called perpetual usufruct right in real property) by foreigners requires a permit from the Minister of Interior and Administration. The fundamental difference is that a joint-stock company may raise its capital by public subscriptions and issue shares in the form of securities. In Poland, transactions between related parties (defined on the principle of 25% ownership stake interpreted broadly, including not only shares but, for example, certificates in investment funds or similar instruments) should be done on an arm's length basis. The notice period depends on the type of contract and the duration of employment. The abuse may consist, in particular, of: A dominant position is held by an undertaking if it enables it to prevent effective competition in the relevant market and to act independently of competitors, contracting parties and consumers to a significant degree. In general, under Polish law there are no requirements to negotiate with trade unions or works councils when a Polish company or its assets are being acquired. A partnership limited by shares does not have a management board, instead it is managed and represented by the general partners. The shareholders are not liable for the company's liabilities. There is no minimum number of shareholders, so the simple stock company may have only one shareholder. However, the parties may not close the transaction until the PCA's clearance has been obtained or the statutory period for a decision to be issued by the PCA has lapsed (the stand-still obligation). Poland is an attractive location for doing business and for investment. The management board manages a company's affairs and has executive directors, whereas the supervisory board (with non-executive directors) or, less commonly, the audit committee, monitors its activities. The first must be held within six months of the end of each financial year and it should adopt resolutions to approve the management board report, the financial statement for the previous financial year, the distribution of profits or financing of losses, and the discharge of duties by members of the company's corporate bodies. Therefore, holding a shareholders’ meeting will be less burdensome than for joint-stock companies. Polish economic facts Poland proudly holds the sixth largest economy in the E.U., with a population of over 38.5 million. Local acts supplementing the GDPR are: It is worth noting that local employment laws provide for stricter rules than those of the GDPR as regards the scope of data and admissibility of monitoring. Therefore, regulatory requirements, if any, must always be double-checked at an early stage of preparations for a proposed investment. This brochure does not constitute legal or tax advice and shall not be considered as such. The Act expressly identifies a list of items which cannot constitute tax-deductible costs. The Act on Rules of Foreign Entrepreneurs' and Other Foreign Persons' Involvement in Trading in Poland of 2018 covers foreign investment. This guide will cover key aspects of doing business and investing in Poland. There is no specific authorisation procedure, however, where licences, concessions and permits are required, they are granted in administrative proceedings and any unsatisfactory decision may be challenged. Basically, it is subject to copyright law. Setting up a business in a new country without knowing all the rules and regulations might sound like a challenge but in fact it is relatively easy. The act comes to force on 24 July 2020 and will remain in … Finally, some consents (eg, antitrust approval or consent of the Polish Financial Supervisory Authority to acquisition of certain stakes in a bank or certain other, regulated financial institutions) may be required irrespective of whether the investor is foreign or domestic. To obtain a protection right, a relevant application describing the trade mark and listing the products (or services) it covers must be filed with the Patent Office. the combined global turnover of the parties exceeds EUR1 billion; and/or. There is no obligation to make any additional payments to an employee in the case of termination without notice. This new structure was initially scheduled 1 March 2020, but it has been postponed. No tax is effectively payable on an annual income of up to PLN8,000. A partnership limited by shares (spółka komandytowo-akcyjna, or S.K.A.) is the most popular form of corporate vehicle in Poland. In principle, the supervisory board acts collegially, but may also delegate certain activities. New business guide, published by MGI Worldwide member firm ABC Audit provides valuable insights into the … Its members are appointed by the general meeting, but the statutes may provide otherwise. Like EU competition law, the Polish Act on Competition and Consumer Protection prohibits abuse of a dominant position within a relevant market (Article 9). employers may reduce the working time of employees by up to 20% (but no less than half of full working time). Yes. the Personal Data Protection Act of 2018; the Act Amending Certain Acts in Relation to Ensuring Compliance with Regulation 2016/679; the Act on the Rules of Obtaining Information of a Clean Criminal Record of Persons Seeking Employment and Persons Employed in Financial Sector Entities; and. The Doing Business 2020 study shows that developing economies are catching up with developed economies in ease of doing business. Within 20 days of the date of notification, the employer must conclude an agreement with the trade unions regulating the group redundancies process. The PCA may also impose a fine of up to PLN2 million (approximately EUR450,000) on management who allow the undertaking, through their deliberate actions or omissions, to conclude a prohibited anti-competitive agreement. Business secrets are protected under the Polish Act on Combating Unfair Competition. Overtime should not exceed 150 hours annually, but the employer may modify this to up to 416 hours. employers may put all or some of their employees on economic downtime - remuneration of such employees may be reduced by up to 50%, but may not be lower than the minimum wage; and. Regardless, databases may be protected by copyright, if they can be considered a "work". it was effected primarily for the purpose of obtaining a tax advantage which, in the given circumstances, is an advantage contrary to the subject and purpose of tax law; and. A radio or television broadcasting licence may only be granted to a company in which foreigners hold no more than 49% of the share capital and of the total number of votes. The CIT Act provides for specific rules to determine whether or not an item may count as a tax-deductible cost. As it stands, shareholders are presently liable to the company only to the extent that they fail to make agreed contributions, receive unlawful distributions, or under the general principles of tort law. Some categories of employees are protected from termination, for example, those of pre-retirement age or pregnant. Are you a Central & East European enterprise seeking to make an investment, develop or go public in China? An agreement that violates competition law is invalid in its entirety or in the anti-competitive part. GA – Cultural Awareness Trainer – Poland The partners' liability may not be limited. Poland has a stable business environment which proves attractive to foreign businesspeople, a fact reflected in its ranking in the World Bank’s Ease of Doing Business Survey for 2020, in which Poland was ranked 40th out of 190 countries surveyed. Poland is located in central Europe, neighbouring Belarus, Czech Republic, Germany, Lithuania, Russia, Slovakia, and Ukraine.Spanning over 304,255 square kilometres of land and 8,430 square kilometres of water, Poland is 70 th largest nation in the world with a population of nearly 40 million. The geographical scope of application stems directly from the GDPR. under 25 and continuing their education without having their own income; or, according to the same rules and rates as employees (save that the actual tax-deductible costs, subject to statutory limitations similar to those applicable to CIT payers, would apply instead of lump sums); or. In addition to the remedies available in the case of infringement of a patent, the trade mark holder may demand that the infringing party ceases placing a mark identical or similar to the registered trade mark on packaging, labels and tags, or ceases offering, marketing, importing, exporting and storing such packaging, labels and tags. Poland is situated in the heart of Central Europe and is the 9 th largest country on the continent and the 70 th in the World. Copyright protects any manifestation of human creative activity of an individual nature in any form, regardless of its value, purpose or manner of expression. Termination by Mutual Agreement of the Parties. Regardless of such limitations, all the partners have the unlimited right to be informed of the state of the partnership's assets and its business, and the right to review its books and documents. Employment contracts may be terminated with or without notice or by means of a termination agreement. Most often, a general partnership is used when a large amount of capital is not required, the partners desire to have a personal impact on the business and the business itself is not risky. Databases that are collected in a way requiring, in terms of quality or quantity, substantial investment of effort to compile, verify or present their content are protected by the Act on the Protection of Databases. The shareholders' meeting makes the decisions on the company's most crucial affairs stipulated in the Commercial Companies Code or in the articles of association. Fast growing economy. loss of the qualifications to perform work in a given position through the fault of the employee. However, there are some exceptions, where the case is heard by the regional court in the first instance and is then appealed before an appeal court. Where circumstances indicate that the achievement of a tax benefit was the only purpose of carrying out the act, the tax consequences are determined in such a way as if the act had not been carried out. It combines strong local expertise with the significant depth and range of resources across five continents offered by Clifford Chance as a single, fully integrated, global partnership. Business Confidence in Poland decreased to -20.50 points in November from -9.70 points in October of 2020. Business Confidence in Poland averaged 3.27 points from 1993 until 2020, reaching an all time high of 24.90 points in May of 2007 and a record low of -44.20 points in April of 2020. The minimum share capital of a partnership limited by shares is PLN50,000 and the nominal value of one share may not be less than PLN0.01. However, failure to satisfy this requirement does not result in invalidity of the contract – an employment contract can be concluded orally or even per facta concludentia. The managing and supervising functions are divided between the executive and non-executive directors, while the right to represent the company in relations with third parties is vested in both types of director. The Commercial Companies Code distinguishes between "ordinary" and "extraordinary" shareholders' meetings. A supervisory board is a requirement in a joint-stock company. There is no special regime for the protection of software. While the authorities do not make approval conditional upon certain commitments, some commitments will usually be required if an investor (whether foreign or domestic) applies for state aid for its investment. In the case of a limited partnership, a partnership limited by shares, a limited liability company, a simple stock company and a joint-stock company, the articles of association or deed of formation must be executed before a Polish notary public in the form of a notarial deed. ABOUT POLAND. Under Polish law, there is a two-tier management structure. Polish private companies and partnerships are subject to disclosure obligations, which are of an informational nature. Both the general partners and the shareholders participate in the general meeting, but only the latter are entitled to vote. Such protection does not depend on registration and lasts for 15 years. As the burden of proof will rest entirely with the management board member, it may sometimes be very difficult for the member to succeed in being released from liability. A partnership limited by shares must have at least one general partner and at least one shareholder. Polish law does not currently recognise the concept of "piercing the corporate veil" and attempts to introduce the concept have so far been unsuccessful. is a combination of a joint-stock company and a limited partnership and has two corporate bodies: the general meeting and the supervisory board. Works councils have consultation and information rights, but they do not participate in the management of the company. Additional occupational accident contributions and some other social security contributions payable by and tax deductible for employers may apply, depending on the circumstances and the type of business and work carried out, and the number of employees employed by the employer. acquisitions of direct or indirect control over one or more undertakings and/or assets; and. However, it may not be formed by a sole-shareholder limited liability company. Since 2019, the mandatory disclosure rules implementing the DAC6 Directive apply to certain tax arrangements. In principle, each of the partners is entitled to deal with the general partnership's affairs and represent it, however, the partnership deed or a resolution of the partners may provide that the partnership is managed by one or several partners. The PCA may impose a fine on undertakings and individuals for involvement in anti-competitive agreements (except in the case of bid-rigging). Additionally, the patent holder may demand that the ruling concerning the infringement be made public. But imagine what kind of success we could have here without the Polish bureaucracy? Basic information about Poland. PLN10 million for financial transactions for the supply of goods; and. Why Set Up Your Business in Poland? The next step is to file an application with the National Court Register (Krajowy Rejestr Sądowy) to enter the company in the business register, which usually takes four to six weeks (sometimes longer). All the partners are jointly and severally liable for the general partnership's debts, but this liability is subsidiary, ie, the partnership's creditors should first seek satisfaction from the partnership's assets. If the infringement is culpable, the patent holder may also demand reparation of damage in accordance with general principles or by payment of a sum of money in the amount of a licence fee or other relevant remuneration that would be due and payable to the patent holder for consenting to use of the invention. Also other reports prove that Poland is agood place for investments. This method of incorporation is usually simpler and faster than the standard procedure, though not always suitable for more complex investments. Most Common Forms of Legal Entities in Poland. This holding period may end after the payments have been made. It may take several months to obtain a permit and the actual duration of the proceedings may vary depending on the circumstances. The minimum share capital will be PLN1 and all shares will be dematerialised (ie, there will be no share certificates). according to special rules, in respect of some types of smaller businesses (eg, a lump sum of 2–20% of registered income or by means of the so-called tax card, where the amount of tax is a lump sum payable irrespective of income or profit). The minimum share capital of a limited liability company is PLN5,000 and the nominal value of one share may not be less than PLN50. Overview. Your Doing Business in Poland trainer will be assigned to you following the results of your diagnostic consultancy according to your objectives and areas of focus. Each partner has the right to manage the partnership's affairs individually. In 2019, Poland's gross domestic product (GDP) grew by 4.1%, spurred by higher wages and increased domestic consumption. 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