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Doing business in Poland Print E-mail

1. General information

1.1.
Geography
Poland, officially the Republic of Poland is located in Central Europe on the Baltic Sea, between 49°00' and 54°50' northern latitude, and 14°07' and 24°08' eastern longitude.
The total area of Poland is 312,679 square kilometres (120,726 sq mi).
With regard to area, Poland is the ninth largest in Europe. It borders seven countries (Czech Republic, Slovakia, Ukraine, Germany, Belarus, Russian Federation – Kaliningrad Oblast, and Lithuania). The total length of its borders, including that of the sea, is 3,511 km.
The country is divided into 16 voivodeships, 379 poviats (counties) and 2,478 communes. The capital city of Poland is Warsaw (494 km2), which has a population of approximately 1,7 million residents.
The main cities of Poland are Lodz, Krakow, Wroclaw, Poznan, Gdansk, and Szczecin
1.2.
History
The history of Poland covers events beginning in the 10th century. Until 1138, Poland, as a patrimonial monarchy, was governed by rulers from the Piast dynasty. For the subsequent 200 years, the country was divided into districts. In 1320, Wladyslaw I the Elbow-high united the country. After the death of his son, Casimir III of Poland, power was taken by Angevin (Louis I of Hungary and Jadwiga), and later by kings from the Jagiellon dynasty. In 1569, Poland formed a union with Lithuania. Interrex was one of the biggest countries of Europe at that time. At the end of the 18th century, Poland plunged into political crisis and disappeared from the political map of Europe, due to annexation of its territory by Russia, Prussia, and Austria. Poland did not exist independently as a country until the 20th century. Free Poland was created after the collapse of partition superpowers in World War I; the second republic existed until 1939.
In September of that year, Polish land was occupied by the Reich and USSR. After the war, Poland was placed behind the so-called Iron Curtain, and power was taken over by communists. The country was renamed the People’s Republic of Poland. This republic lasted until 1989. Parliamentary elections in 1989 started processes of democratization and economic reform, which enabled the third republic to join NATO in 1999 and the European Union (EU) in 2004.
1.3.
Government and Legal System
The Constitution of the Republic of Poland is the supreme Polish legal document and the basis of the legal system of the Polish State. It guarantees civil rights and freedoms, determines the relationships between the legislative, executive and judiciary powers, decides about the structure and method of appointing the highest state institutions such as the Sejm and Senate (the lower and upper chamber of the Polish parliament), the President, and the Council of Ministers (Cabinet); and it directly influences the structure of the judiciary, territorial, and administrative bodies, and the supervisory agencies which exercise control on behalf of the State. It also regulates issues related to the organization of government and administration, public finance, and extreme situations (states of emergency).
Poland became a constitutional country in the 18th century when, on May 3, 1791, the “Four-year Parliament,” in place since 1788, adopted the 3rd of May Constitution (the first constitution in Europe and second one in the world).
Legislative Power
There is a bicameral (two-chambered) legislature; the National Assembly consists of the Senat of 100 seats (to which members are elected by a majority vote on a provincial basis, and serve four-year terms), and the Sejm, comprising 460 seats (and to which members are elected under a proportional representation system to serve four-year terms). 
Executive Power
The bodies of the executive power in Poland are the president of the Republic of Poland and the council of ministers.
The president is elected in common presidential elections for five-year terms of office (the candidate who receives the absolute majority of votes wins). He may serve in this capacity for a maximum of two terms in office. The council of ministers, i.e. government, is a collective body of the executive power. It is composed of the president of the council of ministers (the prime minister), vice prime ministers, and ministers. The president appoints the president of the council of ministers and, at his discretion, ministers.
Judicial Power
The bodies of the judicial power in Poland are the Supreme Court, civilian courts (regional courts, district courts, and courts of appeal), and special courts (military and administrative courts, voivodeship administrative courts, and the supreme administrative court). Jointly with the state tribunal and constitutional tribunal, they form an independent judicial authority.
1.4.
Population
Poland has a population of over 38 million people, which makes it the 34th most populous country in the world and one of the most populous members of the European Union.
City population constitutes over 60% of the total population.
The population growth rate is approx. 0.1% and the average life expectancy for men is 71.0 years and for women, 79.7 years.
As a result of territorial changes and mass migration after World War II, Poland became largely unified in terms of nationality. Its ethnic composition is as follows: 96.7% Polish, 0.4% German, 0.1% Belarusian, and 2.7% other. 
1.5.
National Language
The country’s official language is Polish.

2. Business Environment

2.1.
Economy

Poland is considered to have one of the healthiest economies of the post-communist countries and is currently one of the fastest growing countries within the EU. Since the fall of the communist government, Poland has steadfastly pursued a policy of liberalising the economy and today stands out as a successful example of the transition from a centrally planned economy to a primarily capitalistic market economy. Poland is the only member of the European Union to have avoided a decline in GDP during the late 2000s recession.

In the past four years, Poland has had the following economic growth: 6.2% in 2006; 6.5% in 2007; 5.0% in 2008 and 1.7% in 2009 (the greatest GDP growth in the EU).

The privatization of small and medium state-owned companies and a liberal law on establishing new firms have allowed the development of an aggressive private sector. Restructuring and privatization of "sensitive sectors" such as coal, steel, rail transport and energy has been continuing since 1990. Poland has also a large number of private farms in its agricultural sector, with the potential to become a leading producer of food in the European Union.

Although the Polish economy is currently undergoing economic development, there are many challenges ahead. The most notable task on the horizon is the preparation of the economy (through continuing deep structural reforms) to allow Poland to meet the strict economic criteria for entry into the Eurozone. According to the Polish Minister of Finance, Poland is likely to adopt the euro in 2012 or 2013.

Due to its geographical location, international socio-economic stability, quality of HR, and membership in the EU, Poland became an attractive place to make investments for companies from all over the world.>

2.2.
Foreign Investment

As initially reported by the NBP [National Bank of Poland], the year 2009 considered as critical, proved to be only about 16% poorer in foreign investment than the year 2008. FDI inflow into Poland in 2009 was 8.4 billion EUR. Sources of foreign capital came mostly from European Union countries.

The Polish Information and Foreign Investment Agency (PAIiIZ) is a useful partner for foreign entrepreneurs entering the Polish market. The Agency guides investors through all the essential administrative and legal procedures that involve a project. It also provides professional advisory services for new investors in Poland and rapid access to complex information relating to legal and business matters regarding investments. Moreover, it helps with finding the appropriate partners and suppliers together with new locations. This Agency was established in June 2003 to coordinate the economic promotion of Poland, stimulate the inflow of foreign direct investment, assist foreign companies in their investment processes and promote Polish exports. It was created in a merger between the State Foreign Investment Agency (PAIZ) and the Polish Information Agency (PAI). Both institutions were established in order to support the development of Polish economy by raising the inflow of foreign investments and promotion of Poland abroad.
According to the head of the Polish Information and Foreign Investment Agency, in 2010 Poland will continue to be strongly attractive for foreign investors and investors will use the good condition and stability of the Polish economy. In the opinion of PAIiIZ foreign investors are increasingly committed to investing in Poland in the modern service centers, the electronic industry and high-tech sector.

2.3.
Tax Clearance Certification
Tax Clearance Certification is issued by a competent tax authority on individual request.
The certificate shall be issued if:
-  the provision of law requires the official statement of certain facts or legal status,
-  a person applies for a certificate because of its interest in the official confirmation of certain facts or legal status.
The certificate should be issued no later than seven days from the date of application for its release, and if the activities are carried out in another office than the one in which the certificate was requested - up to 14 days.
2.4.
Approval Required for Inward Investment
Poland is considered an attractive place to locate investments. However it is necessary to implement major reforms in key areas such as planning, construction process, tax law, facilitate the investment in renewable energy and eliminate of barriers to legalize the stay of foreigners in Poland. It is also important to introduce more favorable solutions for business activity in special economic zones. One of the main problems in the implementation of investment projects is the lack of spatial plans, which leads to extending the procedures for obtaining building permits and, consequently, to delays in project implementation.
2.5.
Labour Relations and Conditions
Polish law describes and regulates various possibilities of employment. The main legal form of employment is the employment relationship regulated by the Polish Labour Code from 26 June 1974. The employment relationship is connected with the system of guarantees and rights of employees. In accordance with the Labour Code the employee has right to:
  • Receive the remuneration for his work. The employee may not earn less than the minimum monthly remuneration for full-time work,
  • Use their holiday leave time - The employee has the right to annual paid leave, the length 
    of which depends on their seniority, but in general every employee is entitled to 20 or 26 days of paid annual leave,
  • Receive sickness allowance,
  • Working time rules,
  • Special protection of some employees’ groups,
  • Procedure of termination of employment.

    The Labour Code lists various forms of employment contract:
  • For a trial period,
  • For a fixed period,
  • For an indefinite period,
  • For a period of absence of another employee. 

    The employment contract must define the parties, working hours, financial conditions, type of work and place of its performance, and should be concluded in writing. 
    Apart from the employment relationship regulated by the Labour Code, there are other forms of employment based on the Civil Code – known as civil law contracts. The most common contracts under the Civil Code are as follows:
  • Task contract,
  • Service contract.

    The contract expires automatically with the end of the term or when a given task or activity has been completed. An employment agreement may be terminated upon mutual agreement of both parties (at any time and regardless of the type of contract), by one of the parties upon prior notice (at the end of a specified notice period), or by one of the parties without prior notice (if a serious breach on the side of the other party occurs or if employment cannot be continued for certain reasons). The notice period depends on the type of contract concluded by the parties and the actual duration of the employment. 

Citizens of all EU member countries in Poland do not have to obtain work permits.

2.6.

Education
The educational system in Poland functions according to the Education System Act of 7 September 1991 and the Higher Education Law of 27 July 2005. 
The educational system in Poland includes:

  • Compulsory full-time education which lasts 10 years and covers: one year pre-primary education (0 grade) for children at the age of six, the six-years of primary schools and the three-years of lower secondary schools
  • Upper secondary and post-secondary education (general secondary schools, specialised secondary schools, technical secondary schools, basic vocational schools, post secondary schools) Schools can be public or non-public. Education in public schools in Poland is free-of-charge. The maturity examination is compulsory for all graduates who apply for higher education.
  • Higher education

There are several types of higher education and study programmes in Poland: 
-  Professional higher studies (three-four years) – the graduates obtain a professional degree of licentiate or engineer (in the field of engineering, agriculture or economics). This is the Polish equivalent of a bachelor’s degree 
-  Master’s studies – (five-six years), the graduates obtain a professional degree of magister, or an equivalent degree, which is the Polish equivalent of master’s degree depending on the study course profile
-  Postgraduate master’s studies – (two-2.5 years), meant for graduates of professional higher studies and offering them the possibility of obtaining a professional master’s degree
-  Postgraduate studies – (one-two years), meant for graduates of all types of higher education institutions.

There are two types of higher education institution, the University type, which offers studies in humanities; science; medical science; economics; the arts; pedagogy and military studies and the professional type, which educates students in specific professional areas preparing them for practising a profession. 
According to Eurostat, Poland holds fourth place after the United Kingdom, Germany and France in terms of the number of people enrolled in tertiary education. In the 2007/2008 academic year, 1.93 million people studied at higher and tertiary education facilities, among which 56.43% were women.

2.7
Living Conditions
Living conditions in Poland are comparable with the standards prevailing in countries such as Germany, Great Britain, Italy and Spain. An important difference is, however, the maintenance costs, which are much lower in Poland than in other European Union countries. According to the standards-based on Economist Intelligence Unit research, it was found that they are equivalent to 76% of similar expenses in Berlin, 68% in Vienna, 65% in Washington, 59% in London and Oslo. This ratio was calculated on the basis of price range of household products, personal care, clothing, food, transport services, etc. Lower cost of living and the lower production costs are one of the many  reasons why a lot of companies  from Western Europe move their production to Poland. This enables them to improve their sales by lowering prices of products sold in European markets.
2.8.
Transportation
Air travel enables you to get to the largest Polish cities quickly and comfortably. The Warsaw Frederic Chopin Airport itself maintains direct connections to about fifty cities in more than thirty countries in Europe and the world. International connections are also offered by airports in Gdansk, Katowice, Lodz, Poznan, Szczecin, Wroclaw and Krakow. 
The international flag carrier of Poland is LOT Polish Airlines which was established in 1929. 
The road infrastructure of Poland is underdeveloped by European Union standards. As of December 31, 2009, there are 916 kilometres (570 mi) of motorways, 606 km (380 mi) of expressways and an extensive network of other roads (of which about 1,200 km (750 mi) are dual carriageways) connecting all major cities. In recent years, the situation has been improving and government spending on road construction recently saw a huge increase, due to the inflow of European Union for infrastructure projects.
Poland is served by an extensive network of railways which enables you to reach most of the cities and towns in Poland. In most cities the main railway station is located near a city centre and is well connected to the local transportation system.
The Polish carrier is Polskie Koleje Państwowe (PKP). It offers express (Intercity) connections, as well as passenger and fast trains, both domestic and international.
2.9.
Incentives and Assistance for Business 
Investment in Poland provides a direct access to the markets of the European Union as well as to other markets in Central and Eastern Europe. By locating capital in Poland investors gain access to 500 million population in Western Europe and 250 million on its East. Doing business in Poland can also benefit from the Polish experience in trade with the countries of the former Eastern bloc, as well as Russian Federation states.
With its central location in continental Europe, Poland has good access by road, rail and air with all the countries of the European Union and is well placed to trade with countries in its neighborhood to the East. The three main Polish ports on the southern coast of the Baltic Sea (Szczecin-Swinoujscie, Gdynia and Gdańsk) have connections with major ports around the world. As a result, Poland is an ideal place for companies interested in the action both on the European and Eastern markets.
A survey conducted by PAIiIZ among foreign investors clears that one of the main reasons why they have invested in Poland was lower than in other countries, the level of business costs (85.3% indications), and the possibility of further reduction (80.5%). The fact is that compared to Western European countries, the cost of doing business in Poland are significantly lower. PAIiIZ Studies also show that for almost 90% of foreign investors the main factor determining the choice of Poland as a place to locate an investment is low labor costs. Since 2001, the wage levels of workers in Poland increased slightly due to high unemployment.

3. Forms of Business Entities

Business activities in Poland may be conducted in the form of a capital company, partnership, civil partnership, or in the form of an individual business activity.
In Poland, there are two types of capital companies: joint stock companies and limited liability companies.
3.1.
Joint Stock Company (S.A.)
A joint stock company may be incorporated by one or more persons. After entering it into the National Court Register (KRS), a joint stock company becomes a legal entity. The company’s share capital should amount to at least PLN 500,000. The name of the company should include the additional indication of “joint stock company.” It is permissible to use the abbreviation "S.A." in trade. With regard to the company’s liabilities, a joint stock company is responsible for all of its assets. Shareholders are not liable for the company’s liabilities. The company is represented and its matters are kept by the management board.
3.2.
Limited Liability Company (Sp. z o.o.)
A limited liability company may be incorporated by one or more persons. The articles of incorporation of a limited liability company may be presented in the form of a notarial deed. The company, after entering into KRS or the National Court Register, becomes a legal entity. The company’s share capital should amount to at least: PLN 5,000. The name of the company should include "spolka z ograniczona odpowiedzialnoscia." It is permissible to use the abbreviation "spolka z o.o." or "sp. z o.o." in trade. With regard to the company’s liabilities, a joint stock company is responsible for all of its assets. The partners are not liable for the company’s liabilities. For the company’s liabilities, there may be responsibility, jointly and severally, on the part of management board members but only when action against the company proves to be ineffective (subsidiary liability). The management board represents and keeps matters of the company.
3.3.
Registered Partnership (Sp. j.)
A registered partnership is a partnership. The articles of incorporation of the company should be presented in writing; otherwise, it is null and void. A registered partnership does not have a specified minimum capital. Its name should include the surname or names of all partners, or a couple of partners and the indication "spolka jawna." It is allowed to use the abbreviation "sp.j." in trade. Registered partnerships are entered into the National Court Register. Each partner is liable for the company’s liabilities without limitation; all assets are shared jointly and severally with other partners and the company. Further, each partner is entitled to represent the company.
3.4.
Professional Partnership (Sp. p.)
A professional partnership is a partnership. The articles of incorporation of the company should be presented in the form of a notarial deed. The partners in the company may only be composed of attorneys, pharmacists, architects, construction engineers, chartered auditors, insurance brokers, tax advisors, brokers of securities, investment advisors, accountants, doctors, dentists, veterinary doctors, notaries, nurses, midwives, legal counsels, patent attorneys, appraisers, and sworn translators.
There is no specified minimum capital. The name of the professional partnership should include the surname of at least one partner, the additional indication "i partner" or "i partnerzy," and the specification of the freelance job performed in the company. It is allowed to use the abbreviation "sp. p." in trade. Registration of professional partnership takes place in the National Court Register. A partner is not held liable for the company’s liabilities.
3.5.
Limited Partnership (Sp.k.)
A limited partnership is a partnership in which at least one general partner is responsible for the company’s liabilities without limitation to creditors and at least one general partner is responsible for the company’s liabilities with limitation to creditors. The articles of incorporation of a limited partnership should be presented in the form of a notarial deed and entered into the National Court Register. A limited partnership is formed at the moment that it is entered into the register. There is no stated minimum share capital. The name of the limited partnership should include the surname of one or a couple of general partners, and the additional indication "spolka komandytowa." It is allowed to use the abbreviation "sp. k." in trade. The general partner is held liable for the company’s liabilities to its creditors only to the amount of the limited partnership's liability amount. The liability of general partners is unlimited, which means that, with regard to the company’s liabilities, they are held responsible for its total assets. The company is represented by general partners.
3.6.
Limited Joint Stock Partnership (S.K.A.)
A limited joint stock partnership is a partnership in which at least one general partner is responsible for the company’s liabilities without limitation and at least one general partner is a shareholder. A statute of limited joint stock partnership should be drawn in the form of a notarial deed, which is entered in the National Court Register. A limited joint stock partnership is formed at the moment that it is entered into the register. The company’s share capital should amount to at least PLN 50,000. The name of the limited joint stock partnership should include the surnames of one or a couple of general partners, and the additional indication "spolka komandytowo-akcyjna." It is allowed to use the abbreviation "S.K.A." in trade. The shareholder is not liable for the company’s liabilities. The general partner is responsible for the company’s liabilities for all of its assets. The company is represented by general partners.
3.7.
Civil Partnership (S. c.)
A civil partnership is a written agreement of partners. They contribute to the company ownership, or other rights or provisions of services, such as their work. There is no stated minimum capital. With regard to liabilities, partners with common assets of the company are responsible, as is each partner with personal assets on a separate basis. Each partner is entitled to represent the company and can incur liabilities.
3.8.

Individual Business Activity
Individual business activity is the simplest and the cheapest form of business activity by its own account. Individual business activity is defined as paid activity, including:

  • production, construction, trade, and services;
  • standing for searching, identifying, and extracting minerals from deposits; and
  • standing for using things and intangible assets.
    It is operated on its own behalf regardless of the result in an organized and continuous manner.

4. Finance

4.1.
Currency
The Zloty (PLN) literally meaning "golden", is the currency of Poland and is subdivided into 100 groszy (singular: grosz). The zloty is a fully convertible currency.
4.2.
The Banking System Legal framework for the Polish banking system is laid down in the Act of 29 August 1997 – the Banking Law. It specifies the rules of conducting banking activities, establishing and organizing banks, divisions and branch offices of foreign banks, as well as branches of credit institutions, along with the rules of carrying out banking supervision, corrective procedure, liquidation and bankruptcy of banks. From 1 January 2008, banking supervision has been carried out by the Polish Financial Supervision Authority (PFSA), as stipulated in the 21 July 2006 Act on the supervision of the financial market. The merger of the financial and banking supervision was a pragmatic decision based on the evolution of the Polish financial market, the growing significance of multinational financial groups and cross-sector financial products. The aims of the PFSA include undertaking measures designed to ensure the regular operation of the financial market (its stability, safety and transparency). The PFSA is supervised by the President of the Council of Ministers. The banking system in Poland is built on three pillars: Central bank (the National Bank of Poland – NBP), Commercial banks and Cooperative banks. The banking activities that may be conducted solely by a bank, under the banking law, are:
  • accepting cash deposits due upon request or the coming deadline, as well as keeping accounts of these deposits,
  • keeping other bank accounts,
  • granting credits,
  • granting and confirming bank guarantees, as well as opening letters of credit
  • issuing bank securities
  • conducting bank monetary settlements
  • issuing electronic money instruments
  • performing other activities provided for in other acts only with regard to banks

Apart from the commercial banks, there are also cooperative banks operating in Poland. The rules of organization, operation and affiliation of the cooperative banks, as well as affiliation of the banks affiliating cooperative banks are stipulated in the Act of 7 December 2000 on the operation of cooperative banks, their affiliation and affiliating banks. Under the Act of 7 December 2000 on the operation of cooperative banks, their affiliation and affiliating banks, a cooperative bank shall mean a bank that is a cooperative. 
The National Bank of Poland is the Republic of Poland’s central bank. Its tasks are stipulated in the Constitution of the Republic of Poland, the Act on the National Bank of Poland and the Banking Act. The fundamental objective of the NBP’s activity is to maintain price stability. The most important areas of activity for the NBP are: monetary policy, the issue of currency, the development of the payment system, the management of official reserves, education and information, services to the State Treasury.
The management authorities of the NBP are the President of the NBP, the Monetary Policy Council and the NBP Management Board. 
The Monetary Policy Council lays down the foundations for monetary policy, sets interest rates and defines the level of obligatory reserves for commercial banks. The Management Board directs NBP activities. Its fundamental tasks include the implementation of resolutions for the Monetary Policy Council, the adoption and implementation of the NBP plan of activities, the execution of the financial plan approved by the Council and the performance of tasks related to the exchange rate policy and the payment system.

4.3.
Stock Exchange

Warsaw Stock Exchange operates on the basis of three acts dated 29 July 2005:
  • On Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies;
  • On Trading in Financial Instruments;
  • On Capital Market Supervision.

The capital market tradition in Poland dates back to 1817, when the first Mercantile Exchange was founded in Warsaw. In its present form, the Exchange began operating on 16 April 1991.
The task of the WSE is to organise public trading in securities. The Exchange provides a concentration of buy and sell offers in one place and time in order to designate prices and execute transactions.
The following instruments are traded on the Warsaw Exchange: shares, bonds, subscription rights, allotment certificates, investment certificates, and derivative instruments: futures, options and index participation units.

The Warsaw Stock Exchange operates trading in financial instruments on two markets:

  • The WSE Main List operates since the WSE began trading on 16 April 1991. The market is supervised by the Polish Financial Supervision Authority and notified to the European Commission as a regulated market.
  • NewConnect is a market organised and operated by the WSE as an alternative trading system. It was established for young growing companies, particularly in the high-tech sector. NewConnect was launched on 30 August 2007. Trading in the alternative system may include shares, allotment certificates, subscription rights, depository receipts, and other equities.

The WSE is currently pursuing a growth strategy aimed at strengthening the attractiveness and competitiveness of the Polish market and creating a Central and Eastern European financial centre in Warsaw.

4.4.
Derivatives Markets

In January 1998, the Warsaw Stock Exchange launched its derivatives market as trading in futures contracts on the WIG20 index began.

Presently on the WSE there are several dozen derivatives series in the following categories:

  • futures contracts on indices: WIG20, mWIG40; on stocks of six companies; on currencies: USD, EURO, GBP and CHF;
  • options on the WIG20 index;
  • Index participation units - MiniWIG20 - based on the WIG20 index reflecting the price performance of the 20 biggest and most liquid companies; the return rate on investment in MiniWIG20 corresponds with percentage changes of the WIG20 index.

All derivatives are traded in the continuous trading system:

5. Auditing and Accounting 

5.1.
Which Entities Are Audited?
According to the Accounting Act of 29 September 1994 the obligation of auditing and publishing of the annual financial statements refers to consolidated statements of capital groups as well as the annual financial statements of the following entities which continue as a going concern:
1) banks and insurers;
2) entities which operate on the basis of regulations on trading in securities and regulations on investment funds;
2a) entities which operate on the basis of regulations on the organization and operations of pension funds;
3) joint stock companies, except for companies which are in the setting-up process as at the balance sheet date;
4) other entities which in the prior financial year for which the financial statements were prepared, met at least two of the following condition:
a) the annual average number of employees in full-time equivalents amounted to at least 50 people;
b) the total assets as at the end of the financial year were at least the Polish zloty equivalent of EUR 2.5 million,
c) the net revenue from the sales of goods for resale and finished goods and the financial transactions for the financial year, was at least the Polish zloty equivalent of EUR 5 million;
5.2.
Appointment of Auditors

The appointment of the entity authorized to audit financial statements or review books of account is made by the body approving the entity’s financial statements, unless articles of association, a deed or other applicable regulations provide otherwise. Management Board of the entity is not authorized to appoint the auditor. The entity’s manager signs only, with the entity authorized to audit financial statements, an audit contract on audit of financial statements or review of books of account at a date which enables this entity to participate in the stocktaking of significant assets. Audit fees are covered by the audited entity.

5.3.

Audit Requirements

The Accounting Act of 29 September 1994 specifies accounting principles and the procedures for auditing financial statement by statutory auditors.

The audited entity’s manager should ensure that a statutory auditor who is auditing the financial statements has access to the books of account and documents being the basis for the entries as well as to any other documents. He should also provide full information, explanations and statements which are required to express an audit opinion on the entity’s financial statements.

A statutory auditor has a right to obtain audit-related information from the entity’s contractors, including banks and its legal advisers, upon the authorization of the entity’s manager.

An audit of financial statements is aimed at expressing by a statutory auditor a written opinion together with a report on whether the financial statements are correct and give true and fair presentation of the property and financial position and the financial result of the audited entity.

This opinion should in particular state whether the audited financial statements:

1)  were prepared on the basis of books of account kept in a proper manner;

2)  were prepared in accordance with accounting principles,

3)  comply in form and contents with the legal regulations applicable to the entity as well as its articles of association or deed;

4)  give a true and fair presentation of all information material for the assessment of the entity.

The opinion should also:

1)   provide information on non-compliance, as at the date of expressing the opinion, with the obligations to file with a relevant court register and to publish the financial statements for the year or years preceding the financial year;

2)   indicate any serious threats to the entity’s operations as a going concern which were detected during an audit.

The opinion should specify, in an unequivocal manner, the reasons for qualifications in respect of the financial statements, for expressing an adverse opinion or for a disclaimer of an opinion due to the existence of circumstances which make it impossible to prepare an opinion.


5.4.

Accounting Profession

The oldest and the largest Polish organization comprising of the professionals in accounting and finance is The Accountants Association in Poland.

One cannot independently keep books of account as a service without an accounting certificate. In order to obtain such a certificate, one should pass a state exam. Statutory auditors do not have to apply for certificates. While not having a certificate, you cannot perform certain activities involved in keeping books. Keeping books of account without the required entitlements is subject to a fine or even imprisonment.


6. Taxation

6.1.
Introduction to the Tax System

The legal grounds for imposing tax obligations are stipulated in the Constitution of the Republic of Poland effective since 17 October 1997. Pursuant to Article 217, the following shall take place solely by way of the Act:

1. imposing:
  • taxes,
  • other public levies,
2. defining:
  • subjects of taxation,
  • objects of taxation,
  • tax rates,
  • the categories of subjects exempt from taxation,
  • rules of granting reliefs and tax remissions.

The Polish tax system includes eleven tax titles subject to special substantive tax law. The notion of tax was defined in Article 6 of the Act of 29 August 1997 - Tax Ordinance as a public, free, compulsory and non-returnable levy towards the State Treasury, voivodship, poviat, or commune by virtue of the Tax Act. The provisions of the Tax Ordinance are also applicable to fees and liabilities other than taxes which are payable to the state budget and the budgets of local government units and which are established or specified by the authorized tax bodies, as well as the fees specified in the provisions on taxes and local fees.

The basic tax division is as follows:

1. direct taxes, i.e.:
  • personal income tax,
  • corporate income tax,
  • inheritance and donation tax,
  • tax on civil law actions,
  • agricultural tax,
  • forest tax,
  • real estate tax,
  • vehicle tax,
2. indirect taxes:
  • value added tax,
  • excise duty,
  • gambling tax.
6.2.
Personal Income Tax (PIT)
Personal income tax is paid by Polish persons, as well as foreigners, who earn a salary in Poland while taking into consideration agreements on avoidance of double taxation. Persons who operate business activities pay tax pursuant to a taxation scale, i.e. 18% or 32% In certain cases, a physical person may choose a flat rate tax card or recorded lump sum. In practice, the flat rate tax card is used by petty entrepreneurs, among others, such as locksmiths, gunsmiths, blacksmiths, watchmakers, and shoemakers. These persons pay the same amount of tax each month.

Petty entrepreneurs may pay a lump sum on recorded revenues, which is paid on income taxed by various tax rates: 3%, 5.5%, 8.5%, 17%, and 20%.

Partners of civil partnerships, registered partnerships, and physical persons who are partners of limited partnerships are not subject to this tax.
6.3.
Corporate Income Tax (CIT)
The rate of corporate income tax amounts to 19% on income, which is a difference between revenue and tax deductible expenses. The tax payers are legal persons and some organizational entities not having legal status, such as budget enterprises, scientific entities of PAN, schools and educational centers, health care centers, and various types of representatives of communities, among others.
Income tax from legal persons does not cover the State Treasury, National Bank of Poland, and communes, among others.
6.4.
Inheritance and Donation Tax
The acquisition by physical persons of items and property rights by means of inheritance or donation is subject to a tax. The tax burden lies on the part of the purchaser of the items and property rights, and, in the case of donations, the tax burden jointly and severally lies on the donee and donor. The amount of tax is settled depending on the taxation group into which the purchaser falls, which is pursuant to the personal relationship of the purchaser with the person from whom or after whom the items and property rights were purchased.
6.5.
Tax on Civil Law Actions
Taxes on civil/legal activities constitutes a percentage share on amounts in agreement, such as,  sales agreements and agreements on changes of circumstances and property rights, loan agreements, agreements of donation, contracts of life-annuity and agreements of the establishment of paid pensions, agreements on canceling joint ownerships, the establishment of mortgage, or the establishment of paid utilization, among others.
6.6.
Agricultural and Forest Tax
The forest tax is based upon the number of hectares involved, established pursuant to, inter alia, primary areas of species of trees within tree stands and classes of the evaluation of tree stands.
Agricultural tax is a property tax, computed from the area of agricultural sites calculated into so-called equivalent hectares, while taking into consideration the type of land, classes of agricultural sites, and locations. Despite the fact that there are over two million tax payers, the percentage of this tax within the state income does not exceed 0.7% and, within the budgets of communes, 2%.
6.7.
Real Estate Tax
The taxes on real estate include land, buildings, and objects and construction devices in the provisions of construction law related to the structure. The tax on real estate is based on the land and the buildings that constitute its area without taking into consideration their value. The rates are regulated by the council of the commune. However, they cannot exceed maximum rates specified by the legislator.
6.8.
Vehicle Tax
This tax is paid by owners of trucks of a total weight of at least 3.5 tons, and buses, trailers, and semi-trailers that reach or exceed seven tons.
6.9.
Value Added Tax
The basic rule binding taxes on goods and services, or value added tax (VAT), is that the seller calculates tax due from sales made and deducts from it taxes paid earlier by suppliers included in purchase invoices. The difference is paid and, if the tax included in the invoices is higher than the one due, a reimbursement is issued. Such a mechanism renders VAT neutral for an entrepreneur.

VAT payers are physical persons, legal persons, and organizational entities that do not have legal status if they sell goods, provide services, export and import, or perform other activities that are subject to taxation.
6.10.
Excise Duty
Excise tax is a type of indirect tax imposed upon others for alcohol products, tobacco products, fuels, and goods recognized as luxury items, referred to as excise goods. Excessive losses and culpable shortages of excise goods are also subject to excise tax. Taxation obligation in excise tax is given to producers of excise goods and on importers of excise goods.
6.11.
Gambling Tax
The scope of this tax covers machine games, and contests organized and broadcast by mass media. The way of computing tax is fairly complicated; there are both percentage rates and amount percentage rates applied.

7. BKR International

BKR International is a leading global association of independent accounting and business advisory firms representing the expertise of more than 135 member firms with over 300 offices in over 70 countries around the world.

Partners in member firms are experts in the accounting and taxation requirements of their own countries, and consider direct partner contact with clients to be the key to successful professional relationships.

BKR International is represented by member firms in each of the following countries:

Albania
Argentina
Australia
Azerbaijan
Belgium
Brazil
Bulgaria
Canada
Channel Islands
China
Colombia
Congo
Cyprus
Czech Republic
Denmark
Dominican Republic
Ecuador
Egypt
El Salvador
France
FYR Macedonia
Germany
Greece
Guatemala
Honduras
India
Indonesia
Ireland
Israel
Italy
Japan
Jordan
Korea
Kuwait
Lebanon
Lithuania
Luxembourg
Malaysia
Malta
Mexico
Mongolia
Montenegro
Morocco
Nepal
Netherlands
New Zealand
Nigeria
Norway
Pakistan
Palestine
Peru
Poland
Portugal
Puerto Rico
Romania
Russia
Saudi Arabia
Serbia
Singapore
South Africa
Spain
Sweden
Switzerland
Taiwan
Togo
Tunisia
Turkey
Ukraine
United Arab Emirates
United Kingdom
United States of America
Uruguay
Venezuela
Vietnam

7. BKR International Members in Poland


Warsaw
Wessly Sp. z o.o.
ul. Irysowa 24A
Warsaw 02-660
Poland

Tel: 48 0 22 826 32 78 / 48 0 22 826 96 12
Fax: 48 0 22 826 91 65
Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
URL: http://www.wessly.pl
Contact: Wieslaw Rozmyslowicz