Polish tax law – What do you need to know?

The tax is a public law, gratuitous, compulsory, and non-refundable cash benefit to the state.

Taxes are the main source of revenue for the state and enable it to finance its activities. With taxes, the state can pay for, hospitals or schools, can build roads or provide social benefits. Anyone who is in a taxable situation is obliged to pay it.

All types of taxes are a whole in both legal and economic terms. They are also interrelated, making up the tax system. The tax system in Poland is primarily all taxes, which are determined by legal norms.

In a broad sense, the tax system includes:

  • national and international tax law, including criminal fiscal law;
  • governmental and local administration bodies.

The Polish tax system, as well as all rules related to it, are defined in the Constitution of the Republic of Poland and the Tax Ordinance. According to the law, both the imposition of obligations, taxes, tributes, exemptions, as well as the determination of rates and entities subject to the obligation are allowed only by law. 

Public law benefits can be divided into several types, such as Indirect taxes and direct taxes. The difference between the two categories is that indirect taxes are not paid at the tax office, but when purchasing goods or services, while direct taxes are paid directly by the taxpayer and are paid to the tax office. Currently in Poland there are more than a dozen types of taxes. Most of them are direct taxes.

Direct taxes in Poland include PIT (personal income tax) and CIT (corporate income tax). In addition, also inheritance and gift tax, tax on legal transactions, or real estate taxes.

In addition to direct taxes, there are the previously mentioned indirect taxes. These include:

  • VAT –  value-added tax,
  • excise tax,
  • gaming tax.

You can’t forget, that in Poland there are fees that, in theory, are also considered taxes. These include social security contributions, customs duty, sugar tax, rain tax, trade tax or tax on alcohol in small bottles. In addition, there is also a solidarity tribute, fuel tax, garbage tax and recycling fee.

Taxes in Poland do not differ significantly from taxes in other European countries.

The tax system has a significant impact on the life (including the wallet) of not only ordinary citizens but also people running businesses. For this reason, it is important that the tax law is stable and undergoes as little change as possible. This, of course, is not entirely possible, which is why it is so important to have the help of specialists, including tax advisors, who can support with their knowledge of taxes in Poland.

A tax adviser is a profession of public trust. A prerequisite for practicing the profession of a tax advisor is having high qualifications – higher education, specialist knowledge, as well as extensive experience in widely understood financial law and other areas of law.

A tax advisor must have high qualifications confirmed by a passed state examination.

PIT- 2 in 2023 – Key changes.

How to fill out the PIT-2?

PIT- 2 returns in 2023 in a new, expanded version. Filing this form may also affect your net pay in 2023. Starting January 1, 2023. The PIT-2 will apply to all information affecting how advance income tax payments are determined.

The new PIT-2 form will apply to income earned from January 1, 2023. The new print was created due to the changes introduced by the Polish Order 2.0. The full name of the PIT-2 print is: Taxpayer’s statements/applications for the purpose of calculating monthly advances for personal income tax. As the name suggests, this form combines several applications/statements that were previously filed separately.

What can be done with the PIT-2?

  • make a statement on the deduction of the tax-reducing amount
  • file a statement on the intention to preferentially tax income with a spouse or as a single parent,
  • file a statement on the use of increased employee deductible expenses
  • file a statement on exemptions such as relief for 4+ families, return relief, relief for working seniors
  • file an application for not using the youth relief or employee deductible expenses
  • file an application for not collecting advance payments in the tax year

The PIT-2 form does not need to be filed annually. This is because once filed, the statement remains valid. The statement must be filed again when there have been changes from the earlier statement. It should be noted that PIT-2 forms filed so far will remain valid, as they are binding until revoked.

Currently, the tax-reducing amount that can be deducted from tax is PLN 3,600 (12% of the free amount of 30,000). Thus, a monthly amount of PLN 300 can be deducted. The taxpayer in the statement will have the right to authorize up to 3 payers (including principals, pension bodies) to apply the deduction, while indicating the amount to be deducted. If one payer will be authorized to deduct it – the full amount will be deducted (PLN 300 per month, or 1/12 of the tax-reducing amount). With two authorized payers – each of them will apply a deduction of 150 PLN per month (that is, 1/24 of the tax-reducing amount), while with three – 100 PLN per month (1/36 of the tax-reducing amount).

An important change is the expansion of the catalog of entities authorized to file PIT-2. This will include not only taxpayers employed under an employment contract, but also taxpayers who are members of the management board, taxpayers bound to the payer by a contract for specific work, a contract of mandate or a managerial contract.

With regard to the already mentioned assignment contracts, contractors fill out the entire PIT-2 form.

How to fill out the PIT-2?

Part A: In this part, the taxpayer indicates the name, first name and date of birth

Part B: In Part B, the taxpayer indicates the name of the company in which he is employed or with which he is associated under a contract of mandate or contract for work. If the taxpayer receives remuneration from an individual, the taxpayer shall indicate the first and last name of the individual in field B.5.

Part C: Statement on the deduction of the tax-reducing amount. From now on, if an employee has three employers, he can authorize each of them to apply the monthly tax reducing amount.  The taxpayer has the option to reduce income tax. He has 300 zloty for this purpose. He can apply to the payer (employer) to reduce the tax by 300 PLN, if he has two employers, the amount of 300 PLN can be distributed between 2 employers (i.e. 150 PLN each) or between 3 employers (i.e. 100 PLN each).

Part D: Statement on the application of the amount reducing the monthly tax advances submitted to the agricultural production cooperative and other cooperatives engaged in agricultural production, and to the enforcement authority paying for the establishment under the employment relationship and related relationships, or to an entity that is not the legal successor of the establishment, taking over the obligations of the establishment under the employment relationship and related relationships. Thus, this part is filled out only by persons receiving wages (so both employees and contractors) from the entities indicated above. Parts C and D relate to the same amount reducing monthly tax advances, which part the taxpayer fills out depends on from whom he receives remuneration. The payers indicated above reduce the advance tax calculated on the payments made by an amount equal to 1/12 of the tax-reducing amount without a statement from the taxpayer. These payers, if box D.8 is checked, do not have the option to apply the full amount of the reduction.

Part E: Statement on the intention of preferential taxation of income (with a spouse or as a single person). In box E.10, delete the incorrect content, i.e., item 1 or item 2; item 2 shall be deleted if the taxpayer anticipates that his/her income will not exceed PLN 120,000 and the spouse/child will not receive any income; item 1 shall be deleted if the employee’s anticipated annual income will exceed PLN 120,000 and the spouse/child will not receive any income or will receive income below PLN 120,000.

Part F: Statement on the use of increased employee deductible expenses. In terms of Article 22(2)(3) of the updof, these costs are eligible if the taxpayer’s place of permanent or temporary residence is located outside the town where the workplace is located and the taxpayer does not receive separation tax. In other words, this part is filled out when the taxpayer lives in a locality other than the locality where the workplace is located. By checking the box F.12. the taxpayer will be able to take advantage of the increased deductible expenses, i.e. PLN 300 per month. If the taxpayer lives in the same locality where the workplace is located or does not submit a statement, his tax deductible expenses will be PLN 250.

Part G: Statement regarding the taxpayer’s use of the so-called “zero PIT” return relief for taxpayers settling in Poland (“return relief”), relief for taxpayers with at least four children (“relief for families of 4+”) and relief for working seniors (“relief for working seniors”). In this section, you can check more than one square, i.e., you can take advantage of, for example, the return relief and the relief for 4+ families at the same time, but keep in mind that the annual tax-free income limit is a common one at PLN 85,528.

Part H: Request to waive the “youth tax credit” and/or employee deductible expenses. Completion of Part H should be considered by a taxpayer who assumes that he will exceed the PLN 85,528 tax-free income threshold, because if this threshold is exceeded, the taxpayer will have to pay in his annual tax return the outstanding advance payments, arising after he exceeded the PLN 85,528 threshold.

Part I: Proposal to waive the author’s 50% deductible costs; these costs are regulated in Article 22(9)(1-3) of the updof. Deductible costs amounting to 50% may be applied to remuneration for the use by authors of copyrights and performers of related rights.

Part J: Payer’s request not to take tax advances (under Article 31c of the updof). Individuals who earn no more than the tax-free amount, i.e. PLN 30,000, may not pay advance payments at all during the year and not wait for their refund after the annual PIT return. Based on the application, the employer will not collect PIT advances on income up to PLN 30,000. If the taxpayer exceeds the amount of PLN 30,000, the employer will collect an advance tax payment on the excess without reducing it by the amount reducing the advance payment (i.e., by PLN 300 in the case of one employer/principal, PLN 150 in the case of two and PLN 100 in the case of three).

Automatic enrollment in Employee Equity Plans – new obligations for employers

On January 1, 2023, the provision of Article 23(5) of the Law on Employee Equity Plans (hereinafter PPK) regarding automatic resumption of contributions to PPK will take effect. According to the legislator’s intention, once submitted by the Employee, the declaration of resignation is effective until the last day of February of the year in which the employer is obliged to take up making payments to PPK, and such resumption takes place every four years. 

What does this mean for employees and employers?

I. What does the so-called automaticenrollment in PPK mean?

Automatic enrollment (re-enrollment in PPK) involves automatic enrollment in the PPK contribution program, unless an eligible person submits a declaration of resignation from making PPK contributions, regardless of whether he or she has made such resignation previously.  

The automatic enrollment applies to all employing entities – it does not matter when the PPK implementation or lack thereof took place at their company. The first automatic enrollment will take place on April 1, 2023, the next one in 2027, and every 4 years thereafter.

II. Which employees are covered by automaticenrollment?

Automatic enrollment refers to eligible individuals between the ages of 18 and 55, subject to mandatory pension insurance, who:

  1. have previously made a declaration to opt out of saving contributions within the PPK program,
  2. although enrolled in the program, subsequently submitted a declaration to opt out of saving contributions in the PPK program.

A current member of the PPK program is not required to re-enroll in the program.

Automatic enrollment therefore includes those who have opted out of PPK, unless they submit a new declaration of opting out of this form of saving.

III. New obligations of employers

In connection with the automatic resumption of PPK contributions, as expressed in Article 23 of the PPK Law cited in the introduction, employers should fulfill the following obligations:

  1. by the end of February 2023, inform PPK participants who have previously submitted opt-out declarations on taking up PPK contributions for those participants as of April 1, 2023;
  2. from April 1, 2023, start making PPK contributions for those who do not re-declare their resignation from PPK program.

At the same time, employers have to take into account  that inducing an employed person or PPK participant to resign from saving in PPK is subject toa fine of up to 1.5% of the wage fund of the employing entity in question in the fiscal year preceding the commission of the illegal act. 

IV. Rights of employees

Since automatic enrollment involves automatic registration in the PPK program, if an employee does not intend to use the program, he or she should submit a resignation from participation to the employer by the end of February 2023. 

The employee also has the right to resign from participation at a later date. Due to the construction of the law, however, it is not clear whether, if the resignation is submitted in March 2023, the employer is obliged to make a contribution for April 2023. Therefore, it is worth considering this issue at an earlier stage.

At the same time, the employee’s right to express his will  to participate in the PPK at any time remains unchanged, regardless of the prior resignation. 

The next automatic enrollment will take place in 2027, which means that the decision on the employee’s  willto participate in the program will once again have to be made that year.

Taxation in Poland. Tax rates and tax system.

Poland distinguishes personal income tax (PIT) and corporate income tax (CIT). Residents of Poland and entities that have registered office in Poland are subject to taxation on all their income (unlimited tax liability). Otherwise, only the income earned in Poland is taxed (limited tax liability).

PIT

Employees, self-employed entrepreneurs and partners in partnerships (except for limited partnerships and general partnerships – in certain situations) are subject to PIT.

PIT taxpayers (except employees, who are always taxed on tax scale), can choose a form of PIT taxation:

  1. Tax scale – 12% up to an income of 120,000 PLN minus the amount decreasing tax, which is 3,600 PLN, and 10,800 PLN + 32% of the excess over PLN 120,000%.
  2. Flat rate tax – 19%.
  3. Lump-sum on registered income – various rates from 2% to 17% depending on the type of conducted business activity, but taxpayer cannot deduct deductible costs.

As of January 1, 2022, the tax-free amount is 30,000 PLN. Capital gains are taxed at a flat rate of 19%. The tax-free amount does not apply to this income.

Taxpayers whose income exceeds 1,000,000 PLN are required to pay a solidarity tax of 4% on the excess amount.

CIT

In Poland, the following entities are subject to CIT:

  1. legal persons;
  2. unincorporated organizational units with the exception of unincorporated partnerships, though including companies in organisation and limited joint-stock partnerships having their registered office or management board located within the territory of the Republic of Poland;
  3. tax groups of companies;
  4. unincorporated companies having their registered office or management board abroad, if they are regarded as legal persons according to the law of that foreign country, and are subject to taxation in that country, on their entire income, irrespective of the place where the income is generated.

The base tax rate of CIT is 19%. For small taxpayers, the reduced tax rate is 9% (except for the income from the capital gains), if their revenues for the last tax year did not exceed the PLN equivalent of 2,000,000 EUR.

The reduced tax rate can be appliable also to taxpayers starting a new business in their first tax year (if they have status of small taxpayer). Small taxpayer means a taxable person whose sales revenue (together with the amount of tax on goods and services due) did not exceed in the previous financial year the PLN equivalent of EUR 2,000,000.

The 19% rate is also applicable to:

  • income from shares in controlled foreign companies (CFC);
  • exit tax – in case of transferring assets outside of Poland, or changing the tax residency;
  • income from dividends and on other revenue (income) from participation in the profits of legal persons having their registered office or management within the territory of the Republic of Poland.

Taxpayers of CIT, under certain conditions  can be subjects to the flat-rate tax (so called “Estoński CIT”) in which tax is only paid upon the distribution of income. Flat-rate tax applies in particular to any income corresponding to the distributed profit, income from hidden profit, income from expenses unrelated to business activity.

Relevant conditions include, inter alia:

  • the total operating revenue generated in the previous tax year did not exceed PLN 100,000,000;
  • less than 50% of the revenue comes from passive income;
  • the taxpayer employs, under an employment contract, at least 3 persons on a full-time basis, who are neither shareholders nor stockholders of that taxable person;
  • does not own shares (stock) in the capital of another company, units in an investment fund or in a collective investment institution, rights and obligations in a company not being a legal person and other property rights in the scope of the right to receive benefits as a founder (funder) or beneficiary of a foundation, trust or other entity or a legal relationship based on trust;
  • the shareholders are only natural persons.

The flat-rate tax is equal to:

  1. 10% of the taxable base – in the case of small taxpayer or taxpayer that started a new business;
  2. 20% of the taxable base – in any other cases.

GLC: Accounting in Poland, Tax Services & Business Consulting

Poland is one of the most commonly chosen countries for setting up business by entrepreneurs who want to access the market of the European Union. With plenty of business opportunities and incentives, as well as comparatively low business taxes, Poland is becoming more and more popular, and many small and large companies have already opened Polish branches.

Setting up a company in Poland can be simple with professional help. GLC provides accounting and tax services for companies looking to relocate to or expand in Poland, taking care of all the formalities and offering expert-level business consulting.

Why are more and more businesses moving to Poland?

While the overall situation in Europe has been tense in 2022, Poland remains one of the safest and most hospitable countries of the European Union, with recent changes to foreign employment regulations making the job market more open. Many procedures related to setting up a company have been simplified and can now be done remotely, making it easy for foreign entrepreneurs to expand.

Poland is also located right in the heart of Europe, making it easy to access both Eastern and Western Europe’s markets. Investors can take advantage of Poland’s great logistics, which lowers the cost of running operations and helps businesses grow faster. To jumpstart setting up a business, seek professional accounting services in Poland.

Advantages of setting up a company in Poland

Poland offers a well-educated workforce prepared to work for approximately a third of what workers in Western European countries ask for from their employers. This has caused a number of international corporations to pursue expansion in Poland, gaining access to high-level professionals with world-class expertise, while also lowering their labour costs.

Entrepreneurs who pursue business in Poland can expect numerous business incentives that can lower the burden of operational costs. Companies founded in Poland can receive cash incentives for various projects and investments, tax exemptions, and special loans – some of which businesses won’t have to pay back under certain conditions. Structural funds are also allocated for businesses who participate in creation of new jobs and R&D activities.

Poland has several Special Economic Zones, which were created to accelerate economic growth in business zones. Companies who operate within a Special Economic Zone can take advantage of income tax exemptions, lower costs of new investments, real estate tax exemption, and more benefits.

How to open a business in Poland?

Setting up a business in Poland has become simple and straightforward over the last years – most entrepreneurs can open a business without leaving their homes. You’ll have to choose from one of the available company types, including limited liability companies (LLCs), partnerships, branches, and sole proprietorships. Your business type will dictate how your company’s future will look like, so take your time to research each of the types.

All citizens of the Member States of the European Union and the EEA can set up a business in Poland under the same principles as Polish citizens. All foreigners from outside the EU and the EEA can also start and conduct businesses under the same rules – but they’ll need a permanent residence permit, temporary residence permit, or an EU residence permit.

To ensure a smooth expansion, companies use the services of accounting companies for tax advice, legal services, payroll management, and HR. Make sure to partner with reliable accounting experts – like GLC, with over 1000 satisfied clients over the last 13 years!

How can GLC help businesses grow?

GLC closely cooperates with business clients from all across the world, employing a team of over 100 experts, including tax advisors, lawyers, accountants, auditors, HR specialists, payroll specialists, and many others. GLC offers the highest quality of service and professional tax advice, with experience in economic and commercial law.

For your convenience, GLC uses modern communication methods and IT solutions to optimize cooperation, allowing clients to track the work’s progress in real time and look at reports and analyses at any time. If you’re planning on setting up a business in Poland, GLC should definitely be your go-to business advisor.

Polish employment law

What are the forms of employment?

in Poland, the most common forms of employment relationship are still the employment contract and the contract of mandate.

By the contract of mandate the party accepting the mandate undertakes to perform a specific juridical act for the principal. What is important in a contract of mandate is the fact that work is performed for the benefit of the principal, which will not necessarily lead to a specific result. It is still one of the most common civil law contracts in Poland. However, the mandate contract is a civil law contract regulated in the Civil Code. Due to the fact that the provisions of the Labor Code do not apply to this contract, the person performing the order has only the rights that directly arise from the content of the contract.

The principle of fair remuneration also applies here. A top-down minimum wage also applies to contracts of mandate, in the form of a minimum hourly rate.

Employment contract is, of course, regulated in the Labour Code. Due to this fact, the contract must guarantee the employee, among other things, a minimum wage, the right to paid holiday, special protection for certain groups of employees or the obligation to follow certain procedures when terminating contracts.

The employment contract should be confirmed in writing and contain, in particular type and place of work, working hours or the amount of remuneration indicating its components (in addition to all the elements listed in the Labour Code).

In Poland, there are the following types of employment contracts:

  1. for a trial period of up to three months to check the employee’s qualifications
    It is intended to check the employee’s qualifications and ability to perform a specific job. It cannot, as a rule, exceed three months and can only be concluded once (but there are exceptions).
  2. for a limited period,
    It is a contract containing the end date of the employment relationship. Such a contract terminates at the end of the period for which it was concluded. The duration of employment under a limited period employment contract and the total duration of employment under limited period employment contracts concluded between the same parties may not exceed 33 months and the total number of such contracts may not exceed three.
  3. for an indefinite period.
    This type of contract does not contain an end date for the duration of the employment relationship. It lasts until there is a termination by one of the parties or expiry of the employment relationship.
    Our law firm can comprehensively assist you in concluding employment relationships so that they meet the requirements of Polish labour law

Labour law in Poland

What do you need to know?

Polish labor law is regulated by legal acts – including, in particular, the Labor Code, which comprehensively regulates the basic and most important issues related to employee rights and employer’s obligations. Labor law is also regulated by collective labor agreements concluded between employers or their organizations and trade union organizations, collective agreements based on the act of law, work regulations, remuneration regulations and statutes. Most importantly for employees, they cannot be less favorable than the statutory provisions.

In Poland, employment relationship is a legal relationship between an employee and an employer. Under it, the employee undertakes to perform work of a specific kind for the employer and under the employer’s direction and at a place and time designated by the employer. The employer, on the other hand, employs the employee for remuneration. Under an employment relationship, unpaid work is not possible.

Polish labour law is based on a dozen basic principles. These are:

  1. the principle of the right to work
  2. the principle of freedom of work
  3. principle of respect for dignity and other personal rights
  4. the principle of equal rights of employees
  5. principle of non-discrimination
  6. the principle of the right to a fair remuneration
  7. the principle of the right to rest
  8. the principle of providing employees with safe and hygienic working conditions
  9. the principle of satisfying the living, social and cultural needs of employees
  10. the principle of facilitating the improvement of employees’ professional qualifications
  11. the principle of benefit principle of freedom of association of workers and employers
  12. the principle of employee participation in the management of the workplace
  13. the principle of durability of the employment relationship

As can be seen from the above principles, labour law in Poland determines that employees have equal rights for the equal performance of their duties. This applies in particular to equal treatment of men and women in employment. In addition to the obligation to treat the employee equally, any form of discrimination is prohibited. any discrimination in employment, direct or indirect, in particular on grounds of sex, age, disability, race, religion, nationality, political opinion, trade union membership, ethnic origin, religion, sexual orientation, as well as on the grounds of employment of limited or indefinite duration or full or part-time employment is unacceptable.

In Poland, every employee has the right to fair remuneration. The conditions for the realisation of this right are determined by labour legislation and state policy in the field of wages, in particular by setting a minimum wage. The mechanism for setting the minimum wage and the minimum hourly rate of pay is determined by special act.

How to set up company in Poland?

In Poland, a company can be established in two ways – the traditional mode (the articles of association are signed at a notary) and the online mode – the documents are prepared and signed remotely, online, in the S24 system. Each time after the company is incorporated, it must be registered with the National Court Register.

The company can also be formed by the proxy of the target shareholder, in which case the foreigner can grant a power of attorney to any individual and that person signs the partnership agreement in the name of and on behalf of the shareholder.

For the formation of a company (for example: a limited liability company requires:

  1. conclusion of articles of association;
  2. payment by the shareholders of contributions to cover the entire share capital, and if the share is acquired at a price higher than the nominal value, also payment of the surplus,
  3. appointment of a board of directors;
  4. establishment of a supervisory board or an audit committee, if required by law or the articles of association;
  5. registration in the register.

How to set up company online?

For a foreigner, it is usually most convenient to set up a company online, in which case neither personal presence in Poland at the notary’s office nor the granting of a power of attorney is required – only a qualified electronic signature is required.

The contract is signed according to a model contract, which is quite simplified and may not meet the preferences of shareholders. In addition, the capital of a company established online can only be covered by cash contributions.

The procedure for establishing a company (for example, a limited liability company ,,spółka z ograniczoną odpowiedzialnością) follows the following steps:

  1. creation of an account in the s24 system by prospective shareholders and board members.
  2. logging into the s24 system and creating a new case in the tab, “My Enterprises” (,,Moje przedsiębiorstwa”).
  3. creation of an electronic document of the limited liability company agreement with the list of shareholders and the statement of contribution of share capital.
  4. signing the documents with:
    1. qualified electronic signature or
    2. EPUAP trusted profile signature
  5. creating an application for company registration and signing it.
  6. paying the application and sending the application electronically to the court. The application can be paid by traditional transfer or by payment card. The court fee for registration of the company in the s24 system is PLN 350.00.
  7. As a rule, registration of the company in s24 in the National Court Register takes place within 24 hours from the moment the case number is assigned in the system.

How to register a company in Poland?

After signing the Articles of Incorporation, the entity must be registered in the Register of Entrepreneurs of the National Court Register maintained by the business divisions of the district courts.

The application for registration if the company’s contract is signed in the traditional way at a notary public is submitted online through the Court Registry Portal (PRS).

Company registration in Poland. What you need to know when registering your company?

How to register a company in Poland?

In order to establish a company in Poland, it is necessary not only to sign articles of association and additional documents, but most importantly to register the company in the Register of Entrepreneurs of the National Court Register kept by the commercial divisions of the district courts.

Applications to the National Court Register as of July 1, 2021 are submitted exclusively online via the Court Register Portal (PRS).

Submission of an application by the PRS is combined with the need for a qualified electronic signature or an EPUAP trusted profile.

In the absence of a signature of the persons representing the company, the application may also be submitted by a legal representative – in this case, a power of attorney must be attached to the application, along with proof of payment of stamp duty.

The competent court for registration matters is the district court (commercial court) with jurisdiction over the seat of the subject (registration court).

How much does it cost to register a company?

Along with the application for entry of the company, a court fee (PLN 600) and a fee for publication in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) must be paid (PLN 100). The application can be paid by traditional transfer or by payment card.

What documents are needed to register a company with the National Court Register?

In addition to the Articles of Association, the application should be accompanied by additional documents such as:

  1. a statement of the board of directors on contributions to the capital,
  2. the list of shareholders,
  3. consents of members of the company’s bodies to the appointment,
  4. lists of addresses of members of the bodies and shareholders,
  5. a statement whether the company is a foreigner under the provisions of the Law on Acquisition of Real Estate by Foreigners (Ustawa o nabywaniu nieruchomości przez cudzoziemców),
  6. a statement whether the company owns real estate.

How long does it take to register a company with the National Court Register?

According to the regulations, the registry court should register the company within 7 days of the receipt of applications. However, this is an instructional deadline, which means that the court does not bear any consequences for failing to meet the deadline.

In practice, you have to wait about a month to register a company with the National Court Register, and even a couple of weeks longer during vacation months.

Who are whistleblowers?

Whistleblowers are individuals who publicize illegal or fraudulent practices in a company or other irregularities that they discover.
Until now, whistleblowers have not been subject to any protection in relation to their actions and, consequently, have been exposed to negative reactions, so the need for legal mechanisms for their protection has been recognized in the European Union, resulting in the Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of whistleblowers, which aims to improve the enforcement of Union law and policies in specific areas by establishing minimum standards ensuring a high level of protection for whistleblowers. Based on the aforementioned Directive, the draft Law on Protection of Whistleblowers, dated 14 October 2021, prepared by the Minister of Family and Social Policy, is currently under procedure.
This newsletter is based on the content of the Directive and the draft law on protection of whistleblowers, and the final content of the solutions adopted may be subject to change.

Scope of disclosed violations

A violation of law – which may be disclosed – according to the draft, may be an act or omission unlawful or intended to circumvent the law concerning, among others, public procurement, prevention of money laundering and terrorist financing, transport safety, public health, consumer protection, security of networks and ICT systems, or protection of whistleblowers.

Who can become a whistleblower and be protected?

The Act will apply to any individual who reports or publicly discloses information about a violation of the law obtained in a work-related context, including employees, applicants for employment, co-workers, entrepreneurs, shareholders, partners, members of a corporate body, volunteers, or interns.

Whistleblower actions – internal reporting

An employer who employs at least 50 people will be obligated to introduce regulations for internal whistleblowing, allowing for internal reporting of violations of law. Such regulations should in particular specify the internal entity authorized by the employer to accept reports, the means of their transmission; whether the internal procedure includes accepting anonymous reports, the obligation to confirm to the reporter the acceptance of the report within 7 days of its receipt, and others.
An employer that employs fewer than 50 people will be able to voluntarily introduce internal reporting regulations.  In addition, irrespective of the number of persons employed, it will be mandatory for employers who perform activities in the areas of financial services, products and markets and the prevention of money laundering and terrorist financing, transport safety and environmental protection to introduce such regulations.
The internal notification regulations will constitute a source of labour law within the meaning of Article 9 of the Polish Labour Code and will be subject to consultation with trade unions or employee representatives.

Whistleblower actions – external reporting

Any whistleblower, without prior internal notification, will be able to make an external notification. The central authority for accepting reports will be the Ombudsman, and the public authority accepting reports concerning competition rules and consumer protection will be the President of the Office for Competition and Consumer Protection. In addition, other authorities accepting external notifications regarding infringements in the areas falling within the scope of their activities will also be public authorities.

Prohibition of adverse action

Adverse actions will not be permitted against a whistleblower. If the work is, or is to be, performed pursuant to an employment relationship, the whistleblower may not be disadvantaged because of the reporting or public disclosure. o Provisions in employment contracts, other acts creating the employment relationship, or creating rights and obligations for the parties to the employment relationship, to the extent that they directly or indirectly exclude or limit the right to make a report or public disclosure, will be null and void. An employee who experiences retaliation will be able to claim compensation from the employer. Also, provisions in civil contracts that limit or exclude the application of whistleblower rights will be invalid.
The bill indicates that the implementation of the obligation to establish internal reporting regulations by entities in the private sector with at least 50 and less than 250 employees occurs by December 17, 2023, while in other entities – on the date of entry into force of the Act.
Criminal liability is provided for violations of the Act.

The information presented here is based on a draft bill, so please note that the final solution may differ from the one presented.
The GLC team will inform you as soon as the legislature adopts the final statutory solution.

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