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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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

Since long time you have been using offshore company and now you face Common Reporting Standard problems and your state is getting more and more agressive when it comes to tax collection? That is a problem indeed and it seems it is a last call to change your offshore business strategy.

In case you come from heavily taxed EU country it may be time to switch to Polish LLC or Polish corporation with bearer shares.

Bearer shares will give you anonimity you desire so much, whilst basic Polish coporate income tax rate is 15% (for businesses with annual profit below euro 1,200,000) and it has been already planned to switch it to 9% in 2019. There are no obligatory social insurance fees for this kind of companies – does it sound good to you comparing with your national LLC or S.A.?


  • low CIT rate – 15% (planned to switch 9% for small businesses in 2019),
  • superb banking services and reliable bank sector in SEPA zone,
  • stable EU country with low unemployment,
  • bearer shares for Polish corporation


  • no corporate directors allowed,
  • Polish corporation requires 3 person supervisory board (ask for our nominee services).


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

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