Polish law provides for several forms of business entities. The most common ones are companies and partnerships. There are however also other organizations, such as in particular: foundations, associations, civil law entities, organizations operating under EU law.
There are two types of companies in Poland: limited liability company (pol. spółka z ograniczoną odpowiedzialnością) and joint stock company (pol. spółka akcyjna). Polish companies have features that are characteristic for corporations in other legal systems. Companies possess legal personality. Shareholders are not liable for company obligations. Companies are subject to corporate income tax (basic CIT rate is 19%, reduced rate for small companies is 9%). In addition, shareholders are subject to dividend tax (tax rate is 19%).
For more information on types of companies in Poland please feel free to visit our knowledge base website:
This is also worth to mention a third type of company possible to incorporate in Poland. As Poland is European Union member, Polish legal system allows also existence of European companies (pol. spółka europejska). European companies are cross-border entities, operating under EU law, similar to joint stock companies.
Polish law provides for following types of partnerships: general partnership (pol. spółka jawna), professional partnership (pol. spółka partnerska), limited partnership (pol. spółka komandytowa), limited joint stock partnership (spółka komandytowo-akcyjna).
In contrast to companies, partnerships have no legal personality. In spite of this, partnerships are separate legal entities. They can own assets on their own name, enter into agreements, open bank accounts, obtain VAT and VAT EU number etc.
Partnerships are less formalised and more flexible entities than companies. For example, the distribution of profit can be determined arbitrarily, regardless of the amount of partners contributions. In addition, any natural and legal person, as well as any other legal entity, both Polish and foreign, may be partner of some partnerships.
Liability of partners for partnership’s obligations is different depending on the type of partnership. For instance, in limited partnership, general partners bear unlimited liability, while limited partners are not liable for partnership obligations.
What is worth to note, Polish partnerships are tax transparent entities. It means that partnership’s profit is taxed with income tax only one time – on the level of shareholders. Partnerships are not subject to corporate income tax in Poland and are not considered as companies in the meaning of double taxation treaties.
For the reasons given above, partnerships (limited partnerships) are very popular among Polish and foreign entrepreneurs. Using limited partnership allows to avoid both personal liability for partnership obligations, and double taxation.
For more information on types of partnerships in Poland please feel free to visit our knowledge base websites:
Besides companies and partnerships, there are also another types of business organisations in Poland, such as foundations, associations and others. Polish foundations can be registered only for charitable purposes. Polish associations may be registered for the purpose of securing collective interest. Foundations and associations are non-profit organizations. However, under some conditions, they are allowed to conduct business activity.
LF LEGAL provides comprehensive legal assistance with both company, partnership and other entity registration in Poland. We also offer ready made companies and partnerships for sale.