Obligations of Foreign Companies under Polish Commercial and Business Law

Entrance

Poland, with its position as a gateway to the EU internal market and its investment-friendly structure, attracts the attention of foreign companies. However, foreign companies operating in Poland are obliged to fulfill certain responsibilities under both commercial law and labor law

This guide comprehensively addresses the registration, taxation, employment, social security, occupational safety, and auditing obligations of foreign companies conducting business in Poland

I. General Framework of Polish Commercial Law

1. Legal Basis

Polish Commercial Companies Act (Kodeks Spółek Handlowych, KSH)
Polish Civil Code
EU Directives (company law, accounting, transparency)

2. Types of Companies

Spółka z ograniczoną odpowiedzialnością (Sp. z oo) → Limited company.
Spółka Akcyjna (SA) → Joint stock company.
Sole proprietorships, branches, and representative offices.

3. Rights of Foreigners

Foreign companies have equal rights with Polish citizens in Poland.
The principle of "free enterprise" provided by EU law is valid.

II. The Establishment Process of Foreign Companies

Selection of company type (Sp. z oo is generally preferred).
The articles of association must be prepared in the presence of a notary.
KRS (National Court Register) record.
Obtaining a Tax Identification Number (NIP) and Statistical Identification Number (REGON).
Opening a bank account.
ZUS (social security institution) registration.

III. Tax and Accounting Obligations

Corporate Income Tax (CIT): 19%, 9% for small businesses.
VAT: 23% (reduced rates 8%, 5%).
Withholding Tax: 19% on dividend and license payments.
an annual financial report .
Double taxation avoidance agreement (Türkiye–Poland 1994).

IV. Obligations under Labor Law

1. Employment Contracts

A written employment contract is mandatory.
An indefinite-term contract is the standard.
Working hours are 40 hours a week.

2. Minimum Wage

Gross monthly salary of PLN 4,600 as of 2025 .

3. Workers' Rights

Annual paid leave (20–26 days).
Sick leave and maternity leave.
Equal treatment and the prohibition of discrimination.

V. Social Security (SSI) Obligations

Employers register employees with ZUS .
Premiums: retirement, health, unemployment, and workplace accident insurance.
Foreign workers are also included in the social security system.

VI. Employer's Responsibilities for Occupational Health and Safety

Safe working conditions must be provided.
Occupational health and safety training should be provided.
Protective equipment should be provided.
Workplace accidents should be recorded.

VII. Audits and Compliance Processes

The National Labour Inspectorate (PIP) conducts regular inspections.
Administrative fines in case of irregularities.
Risk of imprisonment for tax irregularities.

VIII. Special Cases for Turkish Companies

Türkiye-Poland investment protection thanks to ICT.
Tax advantage through a double taxation avoidance agreement.
Access to the EU market via Poland.
Competitive advantage in the construction, logistics, and energy sectors.

IX. Strategic Recommendations

The Sp. z oo model should be preferred for company formation.
Professional accounting and legal support should be sought.
Employment contracts should be detailed.
Tax planning should be implemented.
Internal procedures should be established for compliance audits.

X. Example Scenarios

Scenario 1: A Turkish logistics company was penalized for failing to register with ZUS (Automated Logistics System).
Scenario 2: A Turkish construction company failed to properly draft employee contracts → paid compensation in labor court.
Scenario 3: A Turkish technology company obtained a tax advantage through a double taxation avoidance agreement.

XI. Frequently Asked Questions

What types of companies can foreign companies establish in Poland? → The most preferred is Sp. z oo.
What is the minimum wage? → 4,600 PLN gross in 2025.
Are there any special arrangements for Turkish employees? → ✔ Double taxation avoidance agreement.
Are audits conducted frequently? → PIP conducts regular audits.
What are the tax liabilities? → CIT, VAT, withholding tax, ZUS premiums.

Conclusion

Foreign companies operating in Poland are subject to strict obligations under both commercial and labor law .

For Turkish companies, Poland offers unique opportunities for accessing the EU market. However, these opportunities can only a coherent trade and business law strategy .

Professional legal and financial advice is key to the long-term success of foreign companies in Poland.

#PolandBusiness, #PolandCompanyLaw, #PolandLabourLaw, #PolishBusinessLaw, #PolishCommercialLaw, #PolishTax, #PolishForeignCompanies, #PolishInvestment, #TurkishCompaniesPoland, Poland

Single Blog Title