Błażej Sarzalski

radca prawny

Radca prawny, wpisany na listę w Okręgowej Izbie Radców Prawnych w Katowicach, ekspert portalu Wyborcza.biz. Doradza w zakresie prawa spółek, a w szczególności tworzenia i przekształceń spółek handlowych oraz ich funkcjonowania.
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While many countries are rising taxes due to coronavirus crisis there are still some countries thinking with a longer perspective. Poland included. In order to attract worldwide capital and investors the government will implement, so called, ‘Estonian’ corporate income tax from the beginning of 2021.

What does it mean for a potential investor?

There will be no corporate income tax on retained and reinvested profits. The new system of corporate ernings taxation will be based on Estonian solutions, which are, to say the least, truly unique.

In Estonia the moment of corporate taxation is shifted from the moment of earning the profits to the moment of their distribution. This means that earning profit in itself does not trigger income tax liability. The tax obligation arises only when earnings are distributed to shareholders (and in other situations treated as distribution of profits, for example when company lends money to its shareholders or make payments to blacklisted offshore territories).

The new corporate income tax system will apply to approx. 97% of companies, as the project assumes the new rules will apply to all limited liability companies, joint-stock companies and joint-stock partherships with annual turnover below PLN 50 million (approx. EUR 11 million).

Yet, this is another reason to consider Poland as a place for your worldwide business, especially when you compare it to other European tax regimes. What may be also of some importance -Poland, unlike Estonia or Cyprus does not bear a burden of being associated with capital of Russian origin, it has implemented strict AML laws and is considered a stable economy, even in times of Covid-19 crisis.

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Want to learn more about company formation in Poland? Just contact me.

Jeżeli chcesz skorzystać z pomocy prawnej, zapraszam Cię do kontaktu:

tel.: (32) 764-15-80e-mail: blazej.sarzalski@opieka-prawna.eu

How can I get nominee director in Poland?

Since I get some questions about how our nominee director and shareholder service for Poland’s limited companies works, please let me clarify some things.

Safety first, for you and me

Since nominee services are often used to hide illegal actions or activities not directly regulated by law and potentialy hazardous, our nominees act purely on the terms and conditions of the services set in mutually agreed contract. Our director works as a real signatory of all deeds and legal actions made by the company, especially for banking activities. All that are our security measures, as article 299 of Polish Code of Commercial Companies provides that a director is responsible for company’s debts and obligations regardless of his nominee status, which means that if a nominee gives full signatory powers to another person he or she is responsible for his/her acts.

This is risky for client and nominee, even if we have full access to the bank statements and invoices of the company for two reasons: there are specyfic rules for issuing invoices within EU, especially in international trade and they are often not being understood properly by foreigners, we often had to correct those invoices and it is a lot of work and risks involved, second reason is that there is always a risk that company’s representative will do something which is agaist the law, even in good faith, because he or she does not have knowledge about local law and is not aware of acting contrary to law.

That being said, as we of course provide nominee services, we are willing to work with our clients to adress this things and lower the risks, which involves taking accounting responsibilities, but also checking if transaction is being executed according to law, that is why our director must have exclusive signatory rights in a best interest of a client. In other words, our director service works also like a legal compliance service and actual CLO (chief legal officer) Our fiduciary contract states that director can only act on instructions from benefitiary, excluding all situations that may be potentially harmful to the company or the director himself. We also require the indemnification deed from your side but we also provide a guarantee that the director will not act against your will or go rougue.

For more information please contact us directly.

Jeżeli chcesz skorzystać z pomocy prawnej, zapraszam Cię do kontaktu:

tel.: (32) 764-15-80e-mail: blazej.sarzalski@opieka-prawna.eu

If you happen to be in Greece, near Athens in the first days of May and you want to discuss the possibility of investing in Poland, opening a company in Poland or business immigration to Poland then please let me know. We can meet and discuss possible cooperation.


Jeżeli chcesz skorzystać z pomocy prawnej, zapraszam Cię do kontaktu:

tel.: (32) 764-15-80e-mail: blazej.sarzalski@opieka-prawna.eu

9% CIT rate in Poland from the beginning of 2019

Although the 19% corporate income tax is the basic corporate income tax rate in Poland, the reduced rate of 9% is available for taxpayers with income in the current tax year lower than PLN equivalent of EUR 1 200 000.

It means that foreign enterpreneurs who are selling goods and services with low deductible cost ratio can benefit from changing its structure to Polish limited liability company.

The reduced rate does not apply to revenue from capital gains – dividends and other revenues actually derived from participation in profits of legal persons and a limited joint stock person, the value of property received as a result of the liquidation of a legal entity or a limited joint stock person, revenues from the sale of shares of companies, revenues from the sale of receivables previously acquired by the taxpayer, revenues from property rights such as copyrights or related property rights, licenses, trademarks and know-how, revenue from securities, derivative financial instruments.

In such case 19% rate applies.

Taxation of dividends from Polish companies

Dividends disbursed by Polish limited companies are subject to withholding tax at the 19% rate and the tax is collected by the company making the disbursement). Exemptions and deductions shall apply on condition that legal grounds exist, whether resulting from an agreement for the avoidance of double taxation or a different ratified international treaty to which the Republic of Poland is party.

The parent-subsidiary directive exempting dividends from tax applies, when entity receiving income (revenue) from dividends, as well as other revenues qualified as dividends, is a company which is subject to taxation on the entire of its income in the Republic of Poland or in a European Union member state other than the Republic of Poland, or the Swiss Confederation or in another state of the European Economic Area, regardless of where it is earned. The condition of the exemption is continuous, two-year holding period by the company receiving the dividends required 10% (in the case of Swiss – 25%) of shares in the capital of the company paying the charge. The prerequisite is also met, if this period has elapsed after the date of receiving the dividend.


Jeżeli chcesz skorzystać z pomocy prawnej, zapraszam Cię do kontaktu:

tel.: (32) 764-15-80e-mail: blazej.sarzalski@opieka-prawna.eu

EU residence for UK citizens

Błażej Sarzalski04 January 2019Komentarze (2)

EU residence for UK citizens

Apparently, we reached a point of no return and Brexit is inevitable option. It means that after hard Brexit the free movement of British citizens within European Union will be limited to 90 days in 180 days period. It also means that you no longer can have 3 months holiday in Greece and then move freely to another EU country, for example to French seaside. You will have to wait another 90 days. Your movement will be under supervision and you will be obliged to register in electronic visitor system for Schengen area prior to your arrival.

What options do you have as UK citizen to move freely within Schengen zone?

The only option is to acquire temporary residence permit in one of EU countries. Is Poland an option for UK citizen? Yes, it is. The entry criteria for obtaining temporary residence card via company formation in Poland will not be difficult to meet by many British citizens. It is enough to have a company which will have annual profit of about 10.000 GBP to meet the criteria. With a residence card you will have the right to stay in Poland for longer period than 90 days and be able to travel freely to other EU countries for 90 days within 180 day period. It means that your will enjoy a right of free movement within European Union for the whole year, since there are no border controls whatsoever.

Why should I choose Poland as my place of temporary residence in EU?

You will love Poland.

Medieval architecture of Krakow, vividness of Warsaw, multicultural environment of Wroclaw or Gdansk, very good road infrastructure, Carpathia mountains, Baltic Sea and friendly people. Everything will seem less expensive but still of decent quality. You may invest in really cheap real estate.

How to open a company in Poland and apply for temporary residence permit?

Just contact me and I will be happy to answer all your questions.

Jeżeli chcesz skorzystać z pomocy prawnej, zapraszam Cię do kontaktu:

tel.: (32) 764-15-80e-mail: blazej.sarzalski@opieka-prawna.eu