Opening a company in Cracow

You can run a sole proprietorship on your own if you are an adult, because only then are you fully responsible for your actions and have full decision-making capacity.

Minors who want to run their own business will have to use their legal representatives in many situations. Most often these will be parents.

To start a sole proprietorship, you do not have to be a citizen or national of Poland.

Citizens:

• Member States of the European Union and Member States of the European Economic Area may take up and pursue economic activity in Poland on the same terms as Polish citizens.
• countries outside the European Union or the European Economic Area may undertake and conduct business activity on the territory of Poland on the same terms as Polish citizens, if they have a residence title that entitles them to do so, for example a permanent residence permit, a long-term residence permit of the European Union or a temporary residence permit issued in connection with studies.

If you do not meet this condition, you will need to open a company - find out how it is possible to open a company in Krakow.

Economic activity is an organized gainful activity performed in its own name and on a continuous basis.

If you want to conduct such activity, you must register in the Central Register and Information on Economic Activity - CEIDG, i.e. in the register of entrepreneurs conducting sole proprietorship in Poland. Entrepreneurs who want to become partners of a civil law partnership are also entered into this register.

However, if you expect that the income from your business will be small, you can run such a small business without additional formalities – you do not have to register as an entrepreneur.

Non-registered activity is a small gainful activity of natural persons that does not require registration of a company.

You may conduct non-registered activities if:

• revenue from your business does not exceed in any month
• by June 30, 2023 – 50% of the minimum wage applicable in a given year, i.e. PLN 1,745
• from 1 July 2023 – 75% of the minimum wage applicable in a given year, i.e. PLN 2,700.
• you are a natural person
• you do not conduct business under a civil law partnership
• you do not conduct a regulated activity, i.e. one that requires permits or licenses
• you have not done business in the last 60 months.

Important! You do not need to register in the register of entrepreneurs:

• agritourism activities of farmers
• winemaking by farmers

When registering as an entrepreneur in CEIDG, you must indicate under what name you will operate. The name must include at least your name in the denominator - for example: Jan Kowalski.

The order is important – enter your name first and then your surname.

You can add other elements to your name, for example describing the profile of your business – Jan Kowalski duplicating keys, or indicating where it is conducted. Such an additional element can also be your nickname or any fancy wording.

Remember! One natural person may have only one entry in the CEIDG. You cannot have several sole proprietorships registered in your name, but you can run different types of business under one entry.

You can run your business in one or more permanent places, for example at a service point, in an office, including a virtual office or coworking, in your own apartment or without a permanent address or mobile, for example if you provide services to a client. You have complete freedom in this regard.

• • you will provide a delivery address, i.e. the place where you will receive correspondence regarding your business activity
  • you will report the address of your permanent place of business if you run your business in a permanent place
  • you will report additional permanent locations where you operate, if, apart from your permanent location, you run, for example, branches, branches, warehouses or order acceptance points.

  Remember! You can choose the "no permanent place of business" option if you do not run your business in a permanent place.

  Important! You must have a legal title to each property whose address you report to CEIDG. The legal title to real estate may be:

  • ownership (co-ownership) of real estate or residential premises
  • the right of perpetual usufruct of land together with the ownership right to buildings
  • cooperative ownership right to the premises
  • lease
  • rent
  • lending.

An entrepreneur who registers a company must assign his or her activity to a specific code in the Polish Classification of Activities, i.e. select a PKD code.

The codes are used in public statistics, but they also have great practical importance. For example, some codes are associated with specific forms of taxation or the obligation to use a cash register or VAT registration.

Search for the code that best suits what you want to do. Choose one main code, i.e. related to the activity that should bring you the most revenue, and any number of additional codes.

In principle, entrepreneurs can operate freely. This means that they do not need anyone's consent to conduct a specific activity.

Sometimes, however, to run a business, you must have certain professional qualifications, certain equipment or premises.

There are also businesses that you can run only after obtaining permission from relevant public institutions.

In these cases, you may need a license, concession, permit or entry in the register of regulated activities. You must apply for it after registering your company.

When running a sole proprietorship, you are a taxpayer of personal income tax, i.e. PIT.

You can choose from three forms of taxation of business income:

• on general principles, according to the tax scale (tax rate 12% and 32%)
• according to the flat rate (tax rate 19%)
• lump sum on recorded income.

Important! From 2022, the fourth form of taxation - the tax card - can only be used by taxpayers who continue to be taxed in this form - they were already taxed in this way in 2021. Therefore, if you are just starting a business, you cannot choose a tax card.

The tax scale is the basic form of taxation of business income. This means that you will be taxed under general rules unless you choose a different form of taxation.

In the case of a flat rate tax scale, the subject of taxation is income, and in the case of a lump sum tax on recorded income, the subject of taxation is the income obtained.

Remember! Choosing a lump sum for recorded income will not always be possible, among other things, because there are certain activities that cannot be taxed in this way.

The easiest way to open a company in Krakow is to electronically register the company in the National Court Register.

A limited liability company may be established by one or more persons for any purpose, unless the law, in a specific situation, excludes such a possibility. For example, a limited liability company cannot be established solely by another single-member limited liability company.

A limited liability company is entered into the National Court Register on the basis of an application submitted with the necessary annexes.

From July 1, 2021, applications can only be submitted electronically. Applications submitted in paper form will not be considered by the registry court.

Where to apply

An application for entry must be submitted:

• via the Court Registers Portal (only if the company agreement or founding act was concluded with a notary)
• in the S24 IT system (only if the company agreement was concluded on the basis of the template agreement available in S24).

To open a company in Krakow in the National Court Register via the Court Registers Portal, you must start by creating a user account on this portal. For this you need an e-mail address and a password. Creating an account also requires authorization using a qualified signature, trusted signature or personal signature. Remember that you can only create one account authorized with these signatures.

After logging in to your account, you can start completing the application - select the legal form of the entity - limited liability company and find the appropriate registration application.

To open a company in Krakow in the National Court Register through S24, you must start by creating a user account on this portal. For this you need an e-mail address and a password. Creating an account also requires authorization using a qualified signature, trusted signature or personal signature. Remember that you can only create one account authorized with these signatures.

Any person who has an account on this portal can prepare an application on the Court Registers Portal and in the S24 system. It does not have to be a partner or representative of the company.

The prepared application for company registration may only be signed by:

• management board - all members, or
• legal representative (lawyer or legal advisor) appointed by the management board.

If the application was prepared by a person other than a member of the company's management board or a legal representative, the application must be made available for signature to enable the authorized person to sign the application. The option to share for signature is available in both registration modes. The application for signature can only be made available to a person who has an account in the system (PRS or S24).

The application must include:

• company name, registered office and address
• the subject of the company's activities
• amount of share capital
• determining whether a partner may have more than one share
• surnames, names and addresses or electronic delivery addresses of management board members and the method of representing the company
• if partners make non-cash contributions to the company - indicate this circumstance
• duration of the partnership, if specified

In both PRS and S24, you must also attach the necessary documents to the application in the form of electronic attachments.

Attach to your application:

• declaration of all members of the management board that the contributions were made in full by all partners
• a list of partners with the name and surname or company name (name) and the number and nominal value of shares of each of them, and if the company has a sole partner, his address for delivery should also be indicated; the list should be signed by all members of the management board
• a list including the name and surname along with the delivery address or company (name) and registered office of members of bodies or persons authorized to appoint the management board
• surnames, names and addresses of management board members or proxies
• a document on the appointment of members of the company's bodies, if this is not provided for in the notarial deed containing the company's articles of association
• declaration of the management board members or proxies expressing consent to their appointment
• power of attorney with proof of fee for the power of attorney - if the application is submitted by an attorney.

In the PRS system, you do not attach documents prepared before a notary. In such a case, it is enough to provide the number (identifier) of the notarial deed in the Central Repository of Electronic Extracts of Notarial Deeds (CREWAN).

The S24 system automatically attaches the agreement and list of partners to the application. You must add the remaining documents to the application manually.

In both PRS and S24, add each attachment in a separate file. Remember the following rules:

• if the document (attachment) was prepared in electronic form, it should be signed with a qualified signature, trusted signature or personal signature (e-ID) before attaching it. In PRS, you can also sign a document in the system by adding a file containing a separate signature.
• if the document (attachment) is prepared in paper form, the application must be accompanied by:
• electronic copies of these documents certified by a notary - if the application is signed by a shareholder of the company
• a scan or photo of this document - if the application is signed by a shareholder of the company, and the originals of these documents or their copies certified by a notary will be sent to the court within 3 days from the date of submission of the application
• a scan or photo of this document - if the application is signed by a professional representative (lawyer or legal advisor).

If you do not attach the required attachments to your application, the court will return your application without requesting you to correct the deficiencies.

The power of attorney to register the company in the National Court Register must be signed by all members of the company's management board.

How much does it cost to register a company - opening a company in Krakow

In PRS and S24, you will pay the application fee using the e-Payments system. You can make a transfer from your bank account, pay by credit card, payment card or BLIK payment.

• When the partnership agreement was concluded with a notary

PLN 500 – court fee for entry

PLN 100 – fee for advertising the entry in the Court and Economic Monitor

PLN 17 – stamp duty for a power of attorney (only if the application is submitted by an attorney)

• When the partnership agreement was concluded via the S24 system

PLN 250 – court fee for entry

PLN 100 – fee for advertising the entry in the Court and Economic Monitor

PLN 17 – stamp duty for a power of attorney (only if the application is submitted by an attorney)