How to do Business Investors’ Guide Poland www.deloitte.com/pl www.paiz.gov.pl Warsaw 2008 How to do Business Investors’ Guide Poland Warsaw 2008 This guide to doing business in Poland was prepared jointly by the professional staff of Deloitte Advisory Sp. z o.o. in Poland and the Polish Information and Foreign Investment Agency (PAIiIZ). The information has been based on publicly available information and our experience in Poland. “How to do Business. Investors’ Guide - Poland” is intended to provide general information on doing business in Poland and is not an exhaustive treatment of the subject. Accordingly, the information in this publication is not intended to constitute accounting, tax, legal, consulting or professional advice or services. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. Deloitte Advisory Sp. z o.o. firms world-wide will be pleased to discuss specific problems. While all reasonable care has been taken in the preparation of this publication, neither Deloitte Advisory Sp. z o.o. nor PAIiIZ accept responsibility for any errors it may contain, whether caused by negligence or otherwise, or for any loss, however caused, that happens to any persons by reliance on it. Neither Deloitte Advisory Sp. z o.o. nor Polish Information and Foreign Investment Agency shall bear any responsibility for potential decisions made in relation to the Publication or potential decisions based on information from “How to do Business. Investors’ Guide - Poland”. Table of Contents How to do Business I . Establishing a business step-by-step 8 II. Establishing and doing business in Poland 10 1. Starting a business in Poland 10 1.1. General rules for conducting business activities in Poland, including activities of foreign enterprises 10 1.2. Corporate entities 11 1.3. Types of activities requiring licenses, concessions or permits 18 1.4. Process of establishing and registering an entity 20 1.5. Office rental 21 1.6. Acquiring real estate 22 1.7. Property and real estate permits 24 1.8. The construction process 24 1.9. Employment of workers 27 1.10. Polish social security system 36 2. Conducting business activities - basic regulations 40 2.1. Accounting and finance regulations 40 2.2. Taxes 42 2.3. Insurance regulations 55 2.4. Polish trade regulations 57 2.5. Currency and exchange controls 61 2.6. Intellectual and industrial property rights 62 2.7. Competition law 66 2.8. Product certification 69 2.9. Regulations for entering into contracts 70 2.10. Regulations governing mergers and acquisitions 71 2.11. Bankruptcy and restructuring 71 2.12. Public procurement regulations 72 2.13. CO2 emission allowances 75 III. Investment incentives 78 1. Foreign investment policy 78 2. Grants and incentives in Poland in 2007-2013 78 2.1. Business opportunities - overwiew 78 2.2. EU Structural Funds 2007-2013 80 2.3. Special Economic Zones (SEZ) 81 3. Duty-free zones 82 4. Customs (bonded) warehouses 82 5. Support for hiring the unemployed 82 6. Exemptions from local taxes 83 7. OECD guidelines for multinational enterprises 83 In Poland IV. Poland in Brief 86 1. Key facts about Poland 86 1.1. Geographic location and climate 86 1.2 Population and language 88 1.3. Political system 89 1.4. Central and local government administration 90 1.5. System of justice 91 2. Infrastructure 92 2.1. Transport and communications 92 2.2. Telecommunications infrastructure 95 2.3. Telecommunications density and connections lease market 97 2.4. Data transmission systems and density 97 3. Natural resources 98 3.1. Coal and lignite 98 3.2. Oil and gas 98 3.3. Other deposits 99 3.4 Crops and livestock 99 4. Energy sector 99 5. Industry 100 6. Tourism 101 7. Polish banking and financial institutions 102 7.1. The National Bank of Poland 103 7.2. Commercial banks 103 8. Stock exchange and capital market regulations 104 8.1. Structure of the Warsaw Stock Exchange 104 8.2. Financial Supervision Authority 105 8.3. Acquisition of material blocks of shares 105 8.4. Position of foreign investors 106 8.5. Venture capital funds 106 9. Education 107 9.1. The education system 107 9.2. Special education 110 9.3. Teachers 110 9.4. Scientific and R&D institutions 110 10. Human resources 111 10.1. Employment and the labour force 111 10.2. Unemployment 113 10.3. Salaries 113 11. General macroeconomic indicators 114 11.1. Gross Domestic Product 114 11.2. Consumer Price Index 116 11.3. Foreign trade 116 11.4. Local cost effectiveness 118 12. Poland on the international arena 121 12.1. Poland in the European Union 121 12.2. Poland in the Single Market 126 12.3. Poland and the Monetary Union 129 12.4. Other international organisations 130 V. Sources of information 132 1. Polish Information and Foreign Investment Agency (PAIiIZ) 132 2. Regional Investor Assistance Centres - PAIiIZ’s partners 134 VI. Appendices 134 1. Selection of foreign direct investment by country 134 2. International schools in Poland 144 How to do Business I. Establishing a business step-by-step STEP 1 Choice of legal form For example: - limited liability company (spó∏ka z ograniczonà odpowiedzialnoÊcià) - joint-stock company (spó∏ka akcyjna) - branch office (oddzia∏) See page: 10, 11, 12, 16 STEP 2 Arranging for an official company address (at least a lease agreement for the office) See page: 21 STEP 3 Signing the company’s Articles of Association or Statute (applies to limited liability company and joint-stock company only) See page: 11, 20, 21 STEP 4 Registration of the company in the National Court Register (Krajowy Rejestr Sàdowy) - Registration should be effected in the District Court that has jurisdiction over the district in which the company will have its official address. - Addresses of Economic Divisions of the National Court Register and information on their territorial jurisdiction are available through the Ministry of Justice website, www.ms.gov.pl See page: 11, 20 STEP 5 Application to the Central Statistical Office (G∏ówny Urzàd Statystyczny - GUS) for a Statistical Identification Number (REGON) See page: 20 8 STEP 6 Opening an account at a Polish bank According to Polish law, every business entity must have an account at a Polish bank See page: 20, 40 STEP 7 Applying to the Tax Office for a Taxpayer Identification Number (NIP) Tax Office appropriate for the company’s official address See page: 20, 21, 42 STEP 8 Notifying the Social Insurance Institution (Zak∏ad Ubezpieczeƒ Spo∏ecznych - ZUS) This obligation arises after the employment of the first employee See page: 36, 55 STEP 9 Notifying the National Labour Inspectorate And other institutions, if necessary, including, for instance, the General Personal Data Protection Inspectorate See page: 27 STEP 10 Receiving required permits or licenses See page: 18, 19, 24, 25 STEP 11 Registration in the Tax Office as a VAT payer See page: 49 How to do Business. Investors’ Guide - Poland Establishing a business step-by-step 9 II. Establishing and doing business in Poland 1. Starting a business in Poland • a limited liability company; • a joint-stock company. 1.1. General rules for conducting business activities in Poland, including the activi- Such foreigners also have the right to enter ties of foreign businesses into the types of partnerships and companies The principal legal act governing business listed above, as well as acquire shares in activities in Poland is the Economic Freedom them. Furthermore, foreign entrepreneurs2 Act of 2nd July, 2004. It regulates the conduct, may conduct business activities in the form of running and closure of businesses in Poland, a branch office, or they may establish as well as the tasks of public administration representative offices in Poland. in this domain. Foreign persons1 from the European Union and the European Free Provisions regarding the establishment and Trade Association zones belonging to the management of the above-mentioned European Economic Area (EEA) may establish partnerships and companies are placed in the and conduct business under the same rules as second most important act regarding those that apply to Polish enterprises. conducting business in Poland, i.e. the Code of Commercial Partnerships and Companies The same rules also apply to foreigners living of 15 September 2000. outside the EU and the EEA who: • have received a permit to settle in Poland; Work is currently in progress to amend the • have received a permit to stay in Poland laws governing starting up businesses in under the status of a long-term resident of Poland. The changes in question envisage the European Union; reducing the number of formalities required • have received a permit for a tolerated stay, to establish a company. Parliamentary • have a residency permit or refugee status discussions are currently in progress on the granted by the Republic of Poland, or draft amendments to the applicable laws. • enjoy temporary protection in Poland. Unless international agreements state otherwise, foreigners other than those indicated above 1: Under the law, a foreing person is: a) a private individ- ual residing abroad, without Polish citizenship; b) an incor- have the right to establish and conduct porated person with its seat (registered office) abroad; c) business activities only in the form of: an organisational unit with its seat abroad, not being a legal entity, but having legal capacity. • a limited partnership; 2: According to the law, a foreign entrepreneur is a for- • a limited joint-stock partnership; eign person conducting business activities abroad. 10 1.2. Corporate entities Foreign entrepreneurs may establish various forms of companies. Possible legal forms for companies in Poland are presented below.