Doing Business with PolandFootnote 1– Legal, Fiscal and Human Resources perspectives
Since its transition in 1989, Poland has made a remarkable progress, moving from a centrally planned economy to a market economy. Trade liberalization, economic restructuring, privatization, capital inflows, and gradual adaptation of legal and administrative standards suitable for market practices have improved economic structures dramatically. Since 1992, Poland has not experienced any recession and in fact, during the recent global economic downturn, Poland has been the only country in the European Union (EU) to show growth in GDP. During that period Poland only experienced three short periods of deceleration: at the beginning of 2000, during the global financial crisis in 2008-2009 and in 2012-2013 – always mainly due to external factors.
Following Poland’s accession to the EU in 2004, its continuous economic performance can be linked to several factors, including: (1) strong private consumption, supported by labor market performance, (2) flexible exchange rates, (3) diversified foreign trade structure and very good exports performance, (4) competitiveness of Polish firms, and (5) sound financial sector. Currently, Polish economy is once again growing at a pace close to its potential growth rate (3.8% y/y in 2015, ca. 2.9% y/y in 2016 and 4.5% y/y in 2017, according to the World Bank estimates), proving its long-term robustness despite external uncertainty. International institutions’ forecasts call for at least several years of stable economic growth (slightly above 4% annually). Private consumption is expected to remain the main growth driver, supported by accelerating wage growth and fiscal transfers.
1. Legal Perspective
“Doing business” in Poland from the legal perspective is regulated by the Business Freedom Act (2004). This act defines business activity as a “profit-making activity consisting in manufacturing, construction, trade, and provision of services, prospecting, exploration, and mining of minerals from deposits, as well as a professional activity pursued in an organised and continuous manner”. The Act states that every person has equal opportunities, i.e. the right to take up, pursue and terminate his/ her business activity under the conditions laid down in the law.
The freedom of “doing business” also applies to foreign investors undertaking their business activity in Poland. However, there are differences between investors from the EU and EFTA member states and those from third countries like Canada. Investors from the EU and EFTA member states can pursue their business activity under the same terms as Polish citizens.
The legal forms of doing business in Poland available to Polish and foreign investors are as follows:
- a limited liability company (spółka z ograniczoną odpowiedzialnością – sp. z o.o.)
- a joint-stock company (spółka akcyjna – S.A.)
- a European Company (Societas Europea) (Spółka Europejska – SE)
- a general partnership (spółka jawna – sp.j.)
- a limited liability partnership (spółka partnerska – sp.p.)
- a limited partnership (spółka komandytowa - sp.k.)
- a partnership limited by shares (spółka komandytowo-akcyjna – S.K.A.)
- a sole proprietorship (indywidualna działalność gospodarcza)
- a civil law partnership (spółka cywilna)
- a Branch of a foreign enterprise (oddział zagranicznego przedsiębiorcy)
Other investors (from third countries) may conduct their business under the same terms as Polish citizens provided that they hold specific permits to legalize their residence in Poland and allow them to conduct a business activity. Such investors may carry on their business exclusively by:
- Establishing limited partnerships, partnerships limited by shares, limited liability companies and joint-stock companies;
- Purchasing and acquiring shares in such companies and partnerships; unless international agreements provide otherwise.
2. Fiscal Perspective
Polish accounting is regulated by the Accounting Act of 29 September 1994.The Minister of Finance has also issued several regulations which cover specific accounting areas such as financial instruments, consolidation, accounting principles for banks, insurance companies, investment funds and pension funds. Since 1994, the Accounting Act has undergone significant changes to bring Polish accounting regulations closer to the International Financial Reporting Standards (IFRS). However, the differences between the Accounting Act and IFRS, mainly following IFRS developments in last decade, continue to exist.
In order to help implement the Accounting Act, the Polish Accounting Standards Committee (‘the Committee’) prepares and issues National Accounting Standards. As of January 2017, ten National Accounting Standards had been issued in regard to different topics including cash flow statement, leasing, impairment of assets, concession accounting, recognition and presentation of changes in accounting policy, estimates, and correction of errors and post balance sheet events.
The Committee has also issued several position papers in regard to e.g. accounting for emission rights, inventory count, inventory valuation, green certificates, financial statements of housing cooperatives and some aspects of bookkeeping. In the areas not regulated by the Accounting Act or National Accounting Standards, reference may be made to IFRSs. National Accounting Standards and the Committee’s position papers are available on the website of the Ministry of Finance (www.mf.gov.pl/en/).
For taxation purposes, a company is regarded as a Polish resident if it has either its registered office or place of management in Poland. Resident companies pay corporate income tax on their worldwide income and capital gains. Non-resident companies are taxed only on income and capital gains earned in Poland, unless a specific double taxation agreement (DTA) provides otherwiseFootnote 2. A foreign partnership is subject to corporate income tax in Poland only if it is treated in its home country as an entity subject to corporate income tax. Otherwise, the income of its partners may be subject to taxation in Poland. In the same way, a branch of a non-resident company is generally taxed on the same rules as a Polish company.
Income from an overseas representative office or permanent establishment of a Polish resident company is included in the company’s total taxable income unless exemption can be applied under a DTA (about 80% of treaties provide exemption). In some circumstances, Polish law allows overseas corporate income tax paid to be credited against Polish tax payable, but usually only up to the amount of Polish tax on that income (referred to as “ordinary tax credit”). Any excess foreign tax is lost.
Inbound dividends from a subsidiary in another EU or EEA Member State can be exempt from income tax in Poland. This applies if the Polish parent has held a minimum 10% capital participation in the subsidiary for an uninterrupted period of at least two years. Tax credit (both direct and underlying) may also be applicable, depending on a number of requirements under both domestic rules and DTAs. Based on domestic rules:
- Direct, proportional ordinary tax credit is available when any income of a Polish tax resident is taxed abroad and such income is not tax exempt in Poland
- Additional underlying, proportional tax credit is applicable whenever a company being a Polish tax resident holds a minimum of 75% shares in an entity taxed on its worldwide income in any treaty country outside the EU/EEA/ Switzerland.
The standard corporate income tax rate is 19%. A reduced CIT rate of 15% is applicable starting from 1 January 2017 to small taxpayers earning revenues (inclusive of VAT) equivalent to EUR 1.2m or less and for taxpayers starting a new business for their first tax year in operation. Corporate income tax is payable annually. The tax year generally consists of twelve consecutive months and usually corresponds to the calendar year.
An annual tax return must be filed and any tax due paid by the end of the third month of the following tax year. Monthly advance payments are required in most cases; however, there is no monthly tax return filing obligation. In certain circumstances, a company may benefit from a simplified advance payment procedure. Fines and late payment interest may be imposed.
Value Added Tax (VAT)
Under Polish VAT law, VAT is payable on the following transactions:
- supplies of goods and services in Poland for consideration;
- export of goods outside the EU/import of goods from outside the EU;
- an intra-Community acquisition of goods (from the EU) carried out for consideration in Poland; this includes the movement of goods between different Member States within the same business;
- an Intra-Community supply of goods (to the EU); this includes the movement of goods between different Member States within the same business.
Events which fall outside the scope of VAT include the sale of a business or an organised part thereof.
Customs and Excise
Customs provisions are applicable in case of transactions involving transfers of goods between Poland and non-EU countries. Such transactions are subject to uniform across the EU customs rules.
The import of goods to Poland is subject to customs rates resulting from the EU Common Customs Tariff. Goods are classified based on Combined Nomenclature (CN) system. However, with the provisional application of the Canada-EU Comprehensive Economic and Trade Agreement (CETA), 98% of the tariff lines are now at 0% (details on the new tariff under CETA can be found at: http://www.international.gc.ca/gac-amc/campaign-campagne/ceta-aecg/find_your_tariff_rate-trouvez_votre_taux_tarifaire.aspx?lang=eng).
According to the Polish legislation, excise duty is generally payable on:
- Excisable goods (energy products and electricity, alcohol and alcoholic beverages, manufactured tobacco); and
- Passenger cars.
Generally speaking, excise duty is payable by producers, importers and traders effecting intra-Community acquisitions of excisable goods.
3. Human Resources Perspective
The basic legal act governing the principles of entry to and residence of foreign nationals in Poland is the Foreigners Act of 12 December 2013. A foreigner can cross the border and stay in Poland if he/she holds:
- A valid travel document;
- A valid visa or other valid document giving entitlement to enter and stay on Polish territory, where required;
- Authorization to enter a different country or residence permit in another country, if required in the case of transit.
Thus, in principle, in order to legalize their work-related stay in Poland, foreigners must obtain a visa. This obligation does not apply to, inter alia, nationals of EU Member States, EFTA Member States – parties to the Agreement on the European Economic Area, the Swiss Confederation and citizens of countries that are parties to a visa-free travel agreement signed with Poland.
In Poland the labour law is codified and regulated by the Labour Code. However, there are also additional legal acts applicable, in particular on collective redundancies, trade unions, employing temporary workers, informing and consulting the employees, etc. Relations between employers and employees are regulated primarily by the Labour Code and in the employment contracts, but also in other internal documents, such as work and remuneration regulations and collective bargaining agreements. However, the Labour Code takes precedence in relation to any internal documents that must never provide less favorable employment conditions than the ones provided in the Labour Code. In 2016 new labour control requirements were introduced in regard of employers posting their workers to Poland. The home companies should appoint a representative of the employer (home entity) based in Poland, who will act as a contact person for the Polish National Labor Inspectorate in case of any questions or audits. Such person should be available in Poland for the entire assignment period.
The home companies are obliged to keep in a written and / or electronic form the following documents:
- copy of an employment contract of the assignee and / or any other relevant document confirming the conditions of employment;
- documents concerning a working time of the assignee in scope of commencement and ending work and the number of hours worked in a particular day or their copies;
- documents specifying the amount of remuneration of the assignee together with the amounts of relevant deductions made pursuant to the applicable law and the confirmations of payment of remuneration to the assignee or their copies.
The contracting authority is obliged to prepare the Terms of Reference (the “ToR”, Pol. Specyfikacja Istotnych Warunków Zamówienia, SIWZ), with the most important information about the contract, i.e. the name and address of the contracting authority, the specific contract award procedure, the goods/ services to be supplied, the eligibility conditions etc. In general, any bid must comply with the ToR. The bidder must set out gross prices in the bid, i.e. prices including VAT and excise tax, if applicable.
In most cases, the contracting authority is entitled (and sometimes obliged) to demand that the bidders pay a special deposit (Pol. wadium) to ensure the proper participation of the bidders in the process. The deposit is calculated with reference to the value of the contract. Furthermore, the contracting authority may request certain documents and certificates confirming that a given bidder is eligible to take part in the process.
Embassy of Canada in Poland
Tel.: (48 22) 584 3360
Website: www.canada.pl; www.tradecommissioner.gc.ca/pl
- Footnote 1
Government of Canada has prepared this report based on primary and secondary sources of information. Readers should take note that the Government of Canada does not guarantee the accuracy of any of the information contained in this report, nor does it necessarily endorse the organizations listed herein. Readers should independently verify the accuracy and reliability of the information
- Footnote 1
Canada has a Double Taxation Agreement with Poland: www.fin.gc.ca/treaties-conventions/poland-pologne-eng.asp
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