Survey
* Your assessment is very important for improving the workof artificial intelligence, which forms the content of this project
* Your assessment is very important for improving the workof artificial intelligence, which forms the content of this project
Legal Aspects of Doing Business in Poland Artur Swirtun Göteborg, 26 November 2012 Copenhagen Gothenburg Minsk Moscow Stockholm Warsaw Who are we? • • • • 2012-11-26 Full-service independent law firm focusing on the Baltic Sea Region Seamless regional coverage through own offices in Denmark, Finland, Sweden, Norway, Estonia, Latvia, Belarus, Russia and Poland Warsaw office since 1996 The only Swedish law firm in Poland Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 2 Independent Views The British Legal Awards 2012 The European Law Firm of the Year: Winner The Lawyer European Awards 2011 Law Firm of the Year, The Nordics: Winner 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 3 POLAND: The Wild East? 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 4 …or the land of opportunities • Positive GDP growth throughout the crisis and stable economic situation • One of the healthiest economies in the EU • Strong domestic consumption: one of the factors behind the GDP growth • Politically stable, predictable and an EU-oriented government • Relatively healthy real estate market 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 5 Some economic facts • Poland become EU’s 6th largest economy in 2010 measured by purchasing power • Poland experienced the highest cumulative GDP growth in the EU in 2008-2011 (14,6%) • GDP growth in 2012 - 3% • Inflation levels had been relatively low and stable during the last years: 2010 – 2,6% 2011 – 4,3% 2012 – 4,1% and 2013 forecast – 2,9% 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 6 Some typical fears and anticipated issues: – – – – 2012-11-26 Lack of access to information Bureaucracy and formalities Language and cultural differences Uncertainty of law Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 7 E-Solutions: Online Access to the Company Register http://krs.ms.gov.pl 2012-11-26 • Finally - Web access to the company register • Why did it take such a long time?!!!! • www.ms.gov.pl • http://krs.ms.gov.pl • Instantaneous access to the data regarding Management Board Members, representation, date of entry, liquidation or bankruptcy information, etc. Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 8 E-Solutions: Online Access to the Company Register 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 9 E-Solutions: Online Access to the Land and Mortgage Register http://ekw.ms.gov.pl 2012-11-26 • Even more important. web access to the Real Estate and Mortgage Register • Check information regarding real estates in the National Land and Mortgage Register • www.ms.gov.pl • Visit http://ekw.ms.gov.pl • Instantaneous access to plots, premises, ownership issues, address of a court holding the land and mortgage register book for a proper real estate, mortgage, etc. Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 10 E-Solutions: Online Access to the Land and Mortgage Register 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 11 • Company stamps, sworn translations, apostille • Language: Commercial contracts may, in general, be concluded in any language. There are exceptions: e.g. contracts which have to be prepared and executed in front of the Polish public notary Notary Public • – – – – 2012-11-26 Formation of sp. z o.o. / limited liability company (notarial deed) Purchase of real estate (notarial deed) Transfer of shares (signatures confirmed by notary public) Lease agreement (fixed date) Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 12 …or maybe the land of law. • Polish law is based on the continental system of law • It has many legal institutions similar to those existing both in German and French legal systems (e,g. GmbH = sp. z o.o.) • It is harmonized with the law of the European Union which regulates many areas of business activity 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 13 • • • • 2017-05-23 All forms of companies available Most common among foreign investors - limited liability company Similar to the German GmbH, French S.A.R.L., English Ltd. or Swedish privat AB Shareholders are not personally liable for its obligations but they are obliged to acquire and pay up the shares – Costs: minimum share capital - PLN 5,000 – Time: ca. 2-4 weeks (depends on place of seat) – One application: KRS, NIP, REGON – Bank account – Registered office – lease agreement Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 14 • • Management Board in Poland – consists of one or more members and is entitled to represent and sign for the company. Management of day-to-day business. Personal liability for Management Board members (including taxes) Management board members are liable jointly and severally with all their assets for any tax arrears the company may have if enforcement against the company proves ineffective, unless board members can show that an application for bankruptcy was filed or arrangement proceedings were initiated in due time, or that failure to file a petition or enter into arrangement proceedings was not due to a fault on their part, or if they indicate property on which the enforcement can be effected. 2017-05-23 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 15 Disputes – some light in dark and long tunnel…. • Simplified cases involving request for payment (usually undisputed) • In the electronic writ proceedings only monetary claims may be sought • The defendant has the right to decide to file the court writs (e.g. an objection against an order for payment) in electronic or traditional written form • The electronic court filing is faster than ordinary, traditional proceedings • Possibility to send invoices via e-mail (electronic invoices), e.g. PDF files 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 16 • • Governing law of the contract The parties to the contract may choose which country’s law will be applicable to their contract, on the condition that there is a link between the law of that country and the contract. However, mandatory provisions of law. • • Jurisdiction over the contract Generally, the parties to the contract may choose the domestic or international court or arbitration tribunal which will have jurisdiction to settle any disputes arising out of the contract. Common with mixed dispute resolution clauses. However, in some specific cases (e.g. regarding real estate located in Poland) the Polish courts have the exclusive jurisdiction. • 2017-05-23 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 17 Taxes • Personal Income Tax: – 18% for income up to PLN 85,000 per year (approx. 20,000 EUR) – 32 % for income in excess of PLN 85,000 per year • Corporate Income Tax: – 19% – Social security: approx. 35% (including payments paid by the employer) • VAT – Standard rate 23% 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 18 • • • • • • Termination of employment contract by the employer must be justified and in writing Employment contract must be concluded in writing in the Polish language version Employment documentation in Polish (e.g. employment certificates) Trade unions weaker compared to Sweden Lesser importance of Collective Bargaining Agreements Nevertheless, Polish labour law seems to be more flexible compared to Sweden 2012-11-26 -Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 19 • • • • 2012-11-26 Contracts in Poland may be concluded in oral form, ordinary written form, or one of the specific forms prepared and executed in front of a public notary. Pacta sunt servanda – is oral agreement valid in Poland? Yes, but… No signature - no agreement (still negotiations) Confirm everything in writing (agreements, confirming emails) In case of dispute: intention of the parties vs. linguistic interpretation of agreements Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 20 Thank you! Artur Swirtun, Advokat and Radca Prawny / Partner Magnusson Warsaw Email: [email protected] Telephone: +48 22 55 27 555 Mobile: +48 601 94 52 80 2012-11-26 Polish-Swedish Seminar: Opportunities and Legal Framework for Economic Cooperation with Poland 21