Economic crisis, inflation, and other resulting factors have led not only Ukrainians but also residents of several other CIS countries to relocate their businesses to countries with more stable economic and political development. Many people have also decided to start their own businesses after arriving in Europe.
In most cases, this choice is justified, but it is important to remember that the Polish spółka cywilna has a number of differences from similar forms of business in Belarus, Ukraine, and other CIS countries. It is essential not only to know how the registration process works but also to understand the responsibilities that arise after the creation of such a company. In this article, we will discuss how to register a spółka cywilna and what obligations arise after its establishment.
What is a spółka cywilna: key information
A spółka cywilna is a form of joint business activity created after signing a civil contract between the parties with the goal of achieving a specific objective, most often to generate profit. It is important to remember that this organizational form is not a legal entity! The term spółka cywilna can be translated into Russian as “civil company” or even “civil society,” but this may lead to terminological confusion. Sometimes, in literature, the name is translated as “simple partnership.”
Who can open a spółka cywilna? Is it possible for Ukrainians?
A spółka cywilna can be organized by both individuals and legal entities. These business forms can also operate together. To create a spółka cywilna, interested parties must enter into an agreement, with the minimum number of participants being two people.
It is important to note that the responsibility for the actions of such a company rests with its founders, not the spółka cywilna itself. Moreover, this responsibility extends beyond the authority and property of the company, as its founders are liable with all their assets.
According to Polish law, a spółka cywilna can be opened by both Polish citizens and foreigners, including Ukrainians. However, it is essential to understand that the interested party must meet at least one of the following requirements:
- Have a permanent residence permit in Poland or long-term residence in the EU;
- Be the holder of a Pole’s Card;
- Obtain a residence permit based on company registration;
- Temporarily reside in Poland under a family reunification program, marriage, or studying full-time at a university (bachelor’s, master’s, or doctoral studies);
- Temporarily stay in Poland due to humanitarian circumstances (refugees, protection, tolerated stay).
Otherwise, a foreigner can register a company in Poland remotely, but they will only be able to choose from certain forms of partnerships: joint-stock, limited partnership, or limited liability company.
Advantages and disadvantages
Advantages and disadvantages
Registration Steps
To create a spółka cywilna, you need to follow these five steps:
- Drafting the Agreement
The agreement must include the names and surnames of the partners, the location of the company, the business activities, the method of conducting business, as well as the method of distributing profits and losses.
- Signing the Agreement
The agreement to establish the spółka cywilna must be signed in the presence of a notary.
- Entering the Company into the Entrepreneurs’ Register
After signing the agreement, a request to register the spółka cywilna in the National Court Register (KRS) must be submitted to the district court. This request must be made in writing and should include, among other things, the following information:
- Details of the spółka cywilna
- Purpose of creation
- Organizational-legal form
- Information about the shareholders
- Information about the members of the spółka cywilna
- Confirmation of Payment
A confirmation of the payment of the registration fee must be attached to the application. The fee amount depends on the company’s authorized capital.
- Receiving the Extract from the Register
After submitting the application and paying the fee, the district court registers the civil partnership in the State Judicial Register. Once the entry is made, the company is officially registered and can begin conducting business.
Cost of registering a Spółka cywilna in Poland
The costs of creating a civil partnership depend on various factors, such as the country where the company will operate, the number of partners, the amount of authorized capital, and expenses for notarial and registration services.
The cost of drafting the civil partnership agreement depends on the notary who will prepare it. On average, the cost ranges from 500 to 1000 PLN.
Notarial fees – the fee for signing the notarial agreement, which is required in the case of a civil partnership, averages around 500 to 1000 PLN.
Fee for registration in the National Court Register – this fee ranges from 250 to 500 PLN, depending on the size of the authorized capital.
Legal and tax consultation costs – depending on your needs, it’s worth considering the use of tax advisors and lawyers, which will help you better prepare for running the business and minimize the risk of potential mistakes. These expenses can range from several hundred to several thousand PLN.
