Aleksander Druzic advises at Tax Legal Partner on Polish personal income tax (PIT) and on company law: choosing a legal form, forming and converting companies, and keeping corporate documentation in order. He works with business owners, shareholders and individuals, including founders setting up in Poland from abroad. He advises in Polish and in English.

Setting up a company in Poland and keeping its corporate documentation in order are obligations that are easy to postpone, because their absence stays invisible for a long time. It surfaces only when the bank asks for a shareholders’ resolution, a counterparty asks for a power of attorney, and the registry court returns your application. These are matters in which no document can be drawn up with an earlier date.

I advise on choosing the legal form of a business, on forming and converting companies, and on day-to-day corporate documentation: shareholders’ resolutions, powers of attorney and protocols. I also handle personal income tax for shareholders and business owners, including the taxation of money taken out of a company, and the tax consequences of commercial contracts. Sequence matters here. Recurring non-cash benefits (powtarzające się świadczenia niepieniężne, article 176 of the Commercial Companies Code) let a shareholder be paid for defined services performed for the company, without social security contributions on that payment – but only if the mechanism was written into the articles of association beforehand, and the same is true of the rules for distributing profit.

If you are setting up in Poland from abroad, a set of questions comes before any of this. Which form gives you the liability protection you are used to at home – a Polish limited liability company (sp. z o.o.) places a company between you and its debts, but under article 299 of the Commercial Companies Code a board member can still be held personally liable where enforcement against the company fails. How a non-resident shareholder or board member is treated. What has to be signed in person, and what can be done by representative or online. And how Poland and your country of residence will each treat the same income. We settle these before the first document is drafted.

We start with what the company is meant to do for you. The articles of an sp. z o.o. are drafted one way when the point is to separate risk from your private assets, and another way when you are going into business with a partner and want to settle in advance what happens if one of you leaves. The form follows that answer, not the other way round.

You get a comparison and a recommendation, not a list of legal forms. The real cost of each option side by side, so you take the decision knowing not only the amount of tax but also how far your personal assets are exposed.

I prepare the documents and handle the registration with the National Court Register (Krajowy Rejestr Sądowy, KRS), so you do not have to track each step yourself.

Afterwards, resolutions, powers of attorney and protocols are drafted for the specific change you are making. A template from the internet is usually good enough until somebody reads it carefully – and the people who read it carefully are the bank granting the loan, the notary at signing, and the other side of the transaction. Your document has to pass that reading without objection.

• Choosing a legal form in Poland – sole trader, sp. z o.o. or limited partnership, where the difference concerns not only tax but also the exposure of your private assets
• Company formation and KRS registration, with the full set of founding documents
• Corporate documentation – shareholders’ resolutions, protocols and powers of attorney: the ones a bank, a notary or a counterparty eventually asks for
• Taking money out of a Polish company – the choice between salary, dividend and recurring non-cash benefits under article 176
• Personal income tax (PIT) for shareholders and business owners, including the taxation of business income
• Tax review of commercial contracts, established before you sign

Setting up a company or need your corporate documentation put in order? Let’s connect now, rather than spending time on formal corrections later.

A first conversation establishes which documents you actually need.

• Personal income tax (PIT) for shareholders and business owners
• Taxation of money taken out of a company
• Choice of legal form
• Company formation and KRS registration
• Corporate documentation: resolutions, powers of attorney, protocols
• Day-to-day corporate support
• Tax analysis of commercial contracts

Cracow University of Economics, law

Languages: Polish, English