Foreigners’ business activity in Poland – basic information
According to Polish law, business activity means profit-making activity related to manufacturing, construction, trading, provision of services, and prospecting, identification and extraction of minerals, as well as professional activity conducted in an organised and continuous fashion (article 2 of the Act of 2 July 2004 on freedom of business activity). A suitable legal form may be chosen to conduct business activity in Poland. The Polish legal system distinguishes between the following forms of business activity:
- a single-member company;
- a civil-law partnership;
- commercial companies divided into: capital companies (a limited liability company and a joint-stock company) and partnerships (a registered partnership, a professional partnership, a limited partnership, and a limited joint-stock partnership);
- a foreign entrepreneur’s branch;
- a society;
- a foundation.
As presented above, there are different possibilities of conducting business activity - individually in one’s own name or in a form of a partnership (enterprise). It is a wide range of possibilities, although there are some restrictions for foreigners. According to article 13 of the Act on freedom of business activity, a foreigner's country of origin as well as the status of his residence permit have significant importance for the possibility of conducting business activity in a certain legal form – e.g. some groups of foreigners are prohibited from forming and running a single-member company, a civil-law partnership, a registered partnership or a professional partnership. Sometimes, detailed laws demand the use of a strictly specified form of activity, as in the case of, e.g.: banks, insurance companies, and general pension societies which may operate only under the form of joint-stock companies. Therefore, before deciding on a specific legal form of business activity, it is advisable to look into acts which regulate that particular legal form or type of activity to check if there are no special requirements regarding forming and conducting that activity.
Who conducts business activity?
The term „entrepreneur” has a variety of meanings – it is defined differently depending on law regulations.
In light of article 4 of the Act on freedom of business activity, the status of a natural person as an entrepreneur according to Polish law, is decided only by the fact of conducting business activity on his own behalf within the territory of the Republic of Poland (that is individual activity subject to CEIDG registration)..
A foreign person is:
(i) a natural person not possessing Polish nationality,
(ii) a legal person with its registered office abroad,
(iii) a non-corporate organisational unit with legal capacity with its registered office abroad (article 5 point 2 of the Act on freedom of business activity).
A foreign person is a definition that includes natural persons (foreigners) as well as legal persons and non-corporate organisational units not being legal persons. One may say that every foreigner is a foreign person (but not the other way round!).
A foreign entrepreneur is a foreign person conducting business activity abroad, as well as a Polish citizen conducting business activity abroad (article 5 point 3 of the Act on freedom of business activity).