Service Business

First steps to your own company - a compendium of knowledge

Since the systemic transformation in Poland, the number of private companies has increased significantly. Despite the crises on the market, new businesses are still emerging and many people are considering converting full-time employment to self-employment. In order to put such ideas and plans into practice, it is worth getting acquainted with the information on where to start and how to start your own business.Let's check how to take the first steps to your own business.

First steps to your own business - start with an idea

The popular saying works perfectly in this case - a business idea is the first thing a future entrepreneur has to come up with. It is important that not only great market innovation can guarantee success.

One of the greatest advantages that even suggests a business idea is experience and knowledge of a specific industry. A person with a long history of employment has not only knowledge, but also the necessary skills and abilities, is able to predict better and find a way out of difficult situations faster. How to use it? You can open a business in which services will be provided similar to working full-time, or - become an advisor or consultant. Such a solution often guarantees customers right away - a former employer, who knows the capabilities and knowledge of a given person, will find it easier to establish cooperation with him than with a completely foreign, private entrepreneur.

Setting up a niche business can also be a good solution. It is worth finding out what already exists on the market, but what consumers are not fully satisfied with or are looking for something in a slightly different form. A small number of competitors means less need to fight for the customer, as well as the possibility of more flexible shaping of own prices - which, especially in the first period of the company's operation, will be a very big plus.

Sometimes it also happens that the idea for your own company will perfectly match the current market needs. It is worth considering - starting with a new enterprise in a situation where consumers are not interested in its offer at a given moment may end in a disaster. But just "shooting" at the right moment can guarantee much faster success and better development of the company.

What a new entrepreneur always needs is enthusiasm, optimism and common sense. A good idea, a great business plan can really bring big benefits, and the owner's motivation is essential not to give up at the very beginning.

Forms of activity - which company and how to set it up?

The first steps to your own business also include making a decision about the form of the assumed activity. Once the future entrepreneur has determined in which industry he would like to establish his new company, he will have to make another decision - choose the appropriate form of activity. Fortunately - it is a bit easier than searching for an idea, because in this case the taxpayer chooses from a closed catalog of possibilities.

Depending on the industry and type of activity, the number of partners or financial possibilities at the start, you can decide on a sole proprietorship, civil partnership or one of the partnerships or capital companies. They all have specific advantages and disadvantages - and getting to know them will give the new entrepreneur a choice better suited to his needs and possibilities.

A sole proprietorship or a civil partnership?

A sole proprietorship and a civil law partnership are the best forms of business to start with. Setting them up is not difficult or expensive, and running them should not be problematic, even for people with little knowledge about running their own business.

The term "legal personality" defines the individual's ability to be the subject of rights and obligations in civil law relations. This means that a company that is a legal person may own and dispose of its own separate assets, incur liabilities and acquire rights on its own, as well as appear independently before courts and administrative authorities.

A sole proprietorship and a civil law partnership do not have such personality. In this case, the subject of rights and obligations is the owner or owners of the company. Such a situation has both benefits and risks - and which of these features will be greater depends on the needs and size of the enterprise.

A sole proprietorship

This form of activity is one of the most popular in Poland. It can be established by anyone over 18 years of age. At the same time, there are no restrictions only to Polish citizens - a sole proprietorship can also be launched by citizens of the European Union and the European Economic Area. The rules for establishing and running such a company are included in the Act on the freedom of economic activity of July 2, 2004 and in the Civil Code.

IMPORTANT! One-man operation means that the company has only one owner. However, it is not a restriction as regards the possibility of hiring employees.

This form of activity is a solution intended for a small enterprise with one owner. It will be perfect for active and goal-oriented people as well as those who have their own opinion and do not like to submit. In such a company, the owner is the master himself, he sets working hours, holidays, but also directions of development and changes in activities.

What is very important, when setting up a sole proprietorship, you do not need to keep full accounting. For such companies, it is possible to keep simplified accounting until the turnover does not exceed EUR 2,000,000. Such facilitation and the possibility of choosing from several possible forms of calculating income tax allow you to run your own business even for people without accounting education.

What will be a big plus for some people, may make it much more difficult for others. It should be remembered that a sole proprietorship assigns all responsibilities to one person - the owner. This often means overtime work, no vacation, and excessive workload. If, in addition, someone cannot motivate themselves to work, they may become complacent too quickly.

A sole proprietorship is not suitable for building a large enterprise. As it has no legal personality, its owner settles the debt in the event of loss or bankruptcy, drawing on all his assets - there is no division into private and corporate resources. On the other hand, a company in the form of a sole proprietorship is often used as a "springboard" from which the adventure with business begins, in order to change the form of activity to a more advanced one in the later stages.

What additionally encourages establishing a company in the form of a sole proprietorship is the possibility of taking advantage of discounts and subsidies. A new entrepreneur may, for example, pay ZUS contributions at a lower, preferential rate for the first 24 months of running a business, or use EU de minimis aid.

partnership

A civil law partnership is the only company that does not have personality or legal capacity and that operates on the basis of the provisions of the Civil Code. Its partners may be adult natural persons. Easy to register and manage, it is based on an agreement between partners who declare the pursuit of one specific economic goal.

A civil law partnership is a good solution for small businesses, including family ones. Like a sole proprietorship, it is not suitable for building large enterprises as its partners are responsible for all their assets, which can create enormous risks. For the same reason, it is also worth focusing on finding partners you trust - each member has the same rights, so misunderstandings can have a negative impact on the functioning of the enterprise. This form can also benefit from simplified accounting.

A great advantage of a civil law partnership is the ability to combine various resources - apart from capital, partners can also bring specialist knowledge, skills and experience here. Its advantage over sole proprietorship is also the fact that there is more than one owner, which gives more flexible opportunities to work and rest, as well as more people when dealing with crisis situations.

As in the case of sole proprietorship, a civil law partnership can be a good solution for the beginning of a business, to be changed into a more advanced form as it develops.

Registration and running of sole proprietorship and civil law partnership

As already mentioned, the formalities related to setting up a sole proprietorship or civil partnership are relatively simple and require the least amount of effort. According to the one-stop-shop principle, registration takes place - with a few exceptions - using a single CEIDG-1 form. It is a form used to enter the newly established company in the Central Register and Economic Information.

Future partners of a civil law partnership should start the formal process by creating an agreement. Such a document, in accordance with the provisions of the code, as well as the practice applied so far in this matter, usually includes:

company name and registered office;
identification of shareholders' contributions;
the subject and area of the company's business activity;
specification of the scope of the authority to run the partnership's affairs and to represent it by partners;
determination of the share in the profits and losses of the company;
indication of the period for which the contract was concluded;
provisions regarding amendment, termination and dissolution of the articles of association;
other rights and obligations of partners;
Final Provisions.

When the partners already have an agreement, and the future owner of a sole proprietorship is also determined to set up a business, please refer to the CEIDG-1 form. This form is primarily an application for entry in the Central Register, which is tantamount to establishing a company. In addition, it is also used as:

application for entry in the national official register of national economy entities REGON;
identification or update application to the head of the tax office (NIP);
declaration on the choice of the form of taxation with personal income tax;
reporting or changing the notification of the contribution payer to the Social Insurance Institution;
a declaration on continuing social insurance for farmers.

IMPORTANT! In the case of a civil law partnership, each partner is individually obliged to submit the CEIDG-1 application. Moreover, apart from the NIP and REGON numbers of the company, each partner should also have individual numbers.

Future entrepreneurs have several options to submit the CEIDG-1 application to the office. The first is via electronic means - after registering on the CEIDG website, the application can be completed, signed and submitted to the office without leaving your home.

If someone does not fully trust the website, he or she can use it partially. The application can be completed on the above page without registering. Then the taxpayer can print the completed form or not, but download a specially generated code from the website - and go to the office. Importantly, since the Central Register replaced municipal records, everyone can choose any city or municipality office - without the obligation to go to their place of residence. The printed document or the code must be provided to the official on the spot. On its basis, the form will be found, printed and submitted for signature.

The last method of submitting CEIDG-1, which can be used by an entrepreneur, is to print a blank form from the website or download it at the office itself. The blank form can then be completed by hand and submitted to the office.

When the properly completed form is submitted to the office, the company will be registered. At this point, entrepreneurs should also be interested in the Social Insurance Institution and the tax office.

Although the CEIDG-1 form is the taxpayer's declaration as a contribution payer, it is not the basis for submitting the insurance application. In this matter, it should be submitted to ZUS within 7 days from the commencement of operation of the special ZUS-ZUA form.

However, in the tax office, the taxpayer should complete the formalities related to VAT and tax on civil law transactions. In order to become an active VAT payer, one must submit - also within 7 days from the commencement of business - a VAT-R registration form. On the other hand, owners of a civil law partnership must also submit a PCC-3 declaration within 14 days, in which they will show the calculated and paid amount of tax on civil law transactions. Such a tax is 0.5% of the total shareholder contribution.

IMPORTANT! An entrepreneur who sets up a sole proprietorship does not have to pay tax on civil law transactions.

Partnerships - incomplete legal persons

Economic activity in the form of a partnership is a bit more advanced and complicated, but in some respects it has an undoubted advantage over sole proprietorship and civil law partnership.

Partnerships are entities that do not have legal personality, but have legal capacity. Therefore, they are referred to as incomplete or defective legal persons. This means that although they are not legal persons, they may be subjects of civil law rights and obligations. Such companies already have assets separate from the resources of their owners, liabilities and rights may be incurred on their account, and they are independent in court proceedings. The provisions on partnerships are included in the Commercial Companies Code.

Partnerships include general partnership, partnership, limited partnership and limited joint-stock partnership.

General partnership

The general partnership is the simplest form of activity among commercial companies. In fact, it almost does not differ from a civil law partnership, and in the code it is described very laconically as "a partnership that runs an enterprise under its own name, and is not another commercial company" (Art. 22 § 1).

The partners of a general partnership can be both natural and legal persons - the regulations do not apply any restrictions. There is no obligation to appoint a supervisory board or management board within it, which in turn means joint decisions of all partners. On the one hand, it is a significant facilitation that will work well in a company established by knowledgeable and trusted members. Otherwise, possible inconsistencies and disputes may paralyze the operation of the enterprise.

This type of company is a good solution for small and medium-sized companies. In this case, too much risk may be associated with a larger company. This is due to the fact that although the general partnership owns and has its own assets, which include shareholders' contributions, it is not the only source of recovery by a potential creditor. Indeed, in a situation of debt or bankruptcy, the debts are repaid from the company's assets, but if it is exhausted, the creditor may collect a further part of the liabilities from the private resources of the partners.

When establishing a general partnership, an appropriate contract should be drawn up prior to taking the registration steps. Such a document must be prepared in writing and contain - in accordance with Art. 26. § 1 - company details, registered office and address, subject of activity, surnames and first names or names of companies of partners and their addresses (or delivery addresses), as well as names and surnames of persons authorized to represent and methods of such representation.It is a sufficient form, the partners are not obliged to draw up the document as a notarial deed.

Income tax, which should be taxed on the company's revenues, is not a direct burden on the activity, but on individual partners. This means that in this case, the PIT Act applies, and partners may decide on one of several forms of tax calculation (as in the case of the previously described activity without legal personality).

A partnership

What distinguishes a partner company from other partnerships is a specific group of people who can use this form in running their business. The provisions of the Code of Commercial Companies stipulate that a partnership may be established only by natural persons practicing freelance professions.

IMPORTANT!

A partnership company cannot be established - unlike other companies - to achieve a chosen economic goal. The sole purpose of this form of activity may be to pursue freelance professions.

In art. 88 of the Code lists professions whose representatives can become partners in the company - they are an attorney-at-law, pharmacist, architect, construction engineer, statutory auditor, insurance broker, tax advisor, securities broker, investment advisor, accountant, doctor, dentist, veterinarian, notary public, nurse, midwife, attorney-at-law, patent attorney, property appraiser and sworn translator.

What can encourage the organization of a company in the form of a partnership is the distribution of responsibilities. Pursuant to the provisions of the code, a partner is not responsible and does not provide his own property for activities (including possible errors) performed by the partner within the partnership. Liability does not apply also to employees employed by the partner. However, each partner may undertake to bear full responsibility for the company - also for the actions of the partners - in exchange for e.g. a greater share in the profits. In such a situation, an appropriate note should be included in the contract.

However, when it comes to other obligations of the company that are not directly related to the performance of the profession, such as fees for utilities or advertising, the partners are responsible for them, also, if necessary, with their own property. Therefore, although a partnership is suitable for a large enterprise, in the case of greater expenditure on its operation, this form may be associated with a considerable risk.

As a rule, each partner may represent a partnership, although it may be agreed otherwise and an appropriate note may be included in the contract. However, the code also provides for the possibility of appointing a board of directors. Its members may or may not be partners in the company, and management may be delegated to third parties.

The partnership agreement should be concluded in writing. Pursuant to Art. 91 of the Code, partners should include in it: definition of a liberal profession, subject of activity, surnames and names of partners, company and seat, duration (if any), and specification of contributions and their value. In the event that any of the partners undertakes to bear full liability for the company or as soon as the selected partners represent the company, information on this should also be specified in the contract.

The Code also precisely defines the rules for naming a partner company. Next to the proper name, the surname of at least one partner and the words "and partner", "and partners" or "partnership" should appear here. It is also possible to use the abbreviation “sp. p. "

The advantage of a partner company is the lack of a minimum initial capital and the possibility of simplified accounting.

Limited partnership

To set up a limited partnership, you need at least two persons - natural or legal. Among the partners, at least one must become a limited partner, while the other - a general partner.

A limited partnership is a great solution for entrepreneurs who have a good idea but do not have the necessary capital. If they choose this form of business, they will become general partners. The general partner in the partnership runs its affairs and represents it before third parties. At the same time, he is responsible for liabilities with all his assets - including private ones. Thus, by definition, a general partner is a person managing the company.

Whereas a limited partner is an investor. In order to become a partner of a limited partnership, he must contribute to it - usually in the form of money. The limited partner does not bear full liability in the company - he provides it with his own assets, but only up to the amount limited by the limited liability amount. The law does not specify a minimum or maximum amount of such an amount, but it must be established and then entered into the company's contract. At the same time, a limited partner holds a passive position - he does not manage the company's affairs and - as a rule - does not represent it. It may happen, however, that such a partner will represent the company as an attorney or prosecutor.

The limited partnership agreement should include - pursuant to Art. 105 of the Code - the company name and registered office, subject of activity, duration (if specified), shareholders' contributions and their value as well as the scope of liability of each limited partner towards creditors - that is the aforementioned limited liability sum.

The name of the company must include the surname of one or more general partners and the phrase "spółka komandytowa". It is also allowed to use the abbreviation “sp. k. ". If it happens that the general partner is a legal person, the name of the company should include its full name. However, it is not possible to use the name of a limited partner to create the name. If such a situation occurs, such a limited partner is liable to third parties in the same way as a general partner.

In a limited partnership, full accounting is required. Each of the partners accounts for income tax individually, on the principles set out in the PIT or CIT Act, depending on whether it is a natural or legal person. However, in terms of VAT, the taxpayer is the entire company.

partnership Limited by shares

A limited joint-stock partnership is a quite specific form of activity. It combines the features of a partnership - most strongly referring to the rules governing a limited partnership - and a capital company - being similar to a joint stock company.

This form of activity may be chosen by partners - both natural and legal persons - of which at least one will be a general partner, and at least one - a shareholder. As in the case of a limited partnership, the general partner is an active party, responsible for the partnership with all his assets, managing and responsible for the company. On the other hand, a shareholder is an investor who makes his capital available and receives the company's shares in return.

According to the Commercial Companies Code, in order to set up a limited joint-stock partnership, partners must have a minimum share capital of PLN 50,000. Therefore, it is assumed that this form of business is intended for people planning a slightly larger scale development.

The principles of operation of a limited joint-stock partnership are specified not in the contract, as in the case of other partnerships, but in the statute, which should be created in the form of a notarial deed. This document should - in accordance with Art. 130 of the Code - include: name and registered office of the company, subject of activity, duration (if designated), contributions of each general partner and their value, the amount of share capital and the manner of its collection, information on shares (their value, number according to individual types , powers), surnames and forenames or names of general partners as well as their registered offices and addresses, organization of the general meeting and the supervisory board. The status must be signed by at least all general partners who will then be recognized as the founders of the company.

The name of the company should include the surname of one or more general partners or the names if the case concerns legal persons. It is also necessary to add the phrase "spółka komandytowo-akcyjna" or the abbreviation "S.K.A.". As in the case of a limited partnership, the name of shareholders should not be included in the name. If this happens, the shareholder bears the same liability for the partnership as general partners.

Income from running a limited joint-stock partnership should be settled individually by its members, on the basis of the PIT or CIT Act. In terms of VAT, the entire company is considered to be the taxpayer. Accounting in this form of activity must be kept in the form of full - tax books.

Capital companies - legal persons

Capital companies are a form of activity most often chosen when running large enterprises, although not necessarily. The provisions concerning them are included - as in the case of partnerships - in the Code of Commercial Companies.

Capital companies are full legal persons. This means that they have their own property, completely separate from the resources of individual partners. They are independent in acquiring rights and undertaking obligations, as well as appearing before courts and administrative authorities.

limited liability company

A limited liability company is one of the most popular forms of running a business. In principle, it can be established for any purpose permitted by law, not necessarily for economic purposes. The founders of such a company may be natural or legal persons. It is also possible to run a one-person limited liability company, which allows you to significantly reduce the risk associated with running a business individually. The only exception here is the prohibition of establishing a sole proprietorship limited liability company. exclusively by another such company.

To start a business in the form of a limited liability company, the partners must have share capital in the amount of at least 5000 PLN. The first step here is to establish the contract, which must be in the form of a notarial deed. The information that must be included in such a document is - in accordance with Art. 157 of the Code - the name and registered office of the company, the subject of activity, the amount of share capital, information whether a shareholder may hold more than one share, the number and value of shares of individual shareholders and the duration of the company (if appointed).

The name of such a company is completely voluntary, there are no restrictions as to surnames or names. However, the phrase "limited liability company" should be included in it, while the abbreviations "sp. z o.o. " or "s. z o.o. ".

Responsibility for the company's obligations should, as a rule, be enforced against the company's property. However, in a situation where such enforcement turns out to be ineffective, all partners will be jointly and severally liable for covering the debts with all their assets.

Full accounts should be kept in a limited liability company. In this case, income is taxed with corporate income tax pursuant to the provisions of the CIT Act.

There are three bodies in a limited liability company - the management board, the supervisory board and the shareholders' meeting. The tasks of the management board include running and representing the company towards third parties. It may consist of one or more people, but they do not have to be selected from the company's members. As a rule, the management board is appointed for a term of office - the mandate of the members expires after the end of the financial year. However, you can introduce other rules in the articles of association.

All members of the company belong to the shareholders' meeting. The body shall meet once a year within six months of the end of the previous financial year. The purpose of the meeting is to control the activities of the company and to issue appropriate resolutions. Some of the functions of the general meeting may be transferred to the third body of the company, which is the supervisory board.

The Supervisory Board does not have to appear always - as a rule, the obligation to appoint it occurs when the share capital exceeds PLN 500,000, and there are more than 25 members.

Joint-stock company

A joint-stock company is the most advanced form of running a business. The requirements that must be met when setting up and running it make it chosen by medium and large enterprises.

One or more natural or legal persons may be the founders and partners of a joint-stock company. The limitations here only apply in the case of a sole proprietorship limited liability company, which cannot be the sole founder of a joint-stock company.

The statute of the company for which this type of business activity has been selected should be drawn up in the form of a notarial deed. Pursuant to Article 304 of the Commercial Companies Code, such a document should contain information about the company and its seat, partners, shares and members of its bodies.

The name of the company - as in the case of a limited liability company - can be set freely, however, the phrase "joint stock company" should be included in it. In such a situation, in trade, the abbreviation "s.a." can be used.

There are three types of governing bodies in a joint-stock company - supervisory board, management board and general meeting of shareholders. All of them must be appointed obligatorily, because in this type of activity all activities can only be undertaken with their use.

All members of the company belong to the general meeting. All the most important decisions are made by this body, including the appointment of the supervisory board. There are at least three members of the board (at least 5 in listed companies).Its main task is to audit all the company's documents, request reports, explanations and analyzes from employees, as well as audit the company's assets. The supervisory board also makes a decision regarding the management board. The latter body is elected for a maximum period of 5 years. His tasks include representing the company outside to third parties.

In a joint-stock company it is necessary to keep full accounting. Income is taxed with corporate income tax on the terms specified in the CIT Act.

Formalities - or how to set up a company

When entrepreneurs decide to choose a partnership or capital company as a form of their business activity, they should take care of the formalities related to its registration. In the case of these companies - unlike for sole proprietorships or civil partnerships - the newly established company should be reported to the National Court Register.

Registration of a partnership or capital company takes place at the appropriate department of the registration court appropriate for the district in which the company will operate. In this case, the appropriate form should be used, which should be submitted in person to the court, by post or using the website of the Ministry of Justice.

It is also very important to find out which form and attachments are appropriate for a particular company. Information on this can be found in the table below:

Basic conclusion

Additional applications

KRS-W1

(general partnership, partnership, limited partnership)

KRS-WB Partners of the general partnership (...)

KRS-WC Wspólnicy of a limited partnership

KRS-WD Partners

KRS-W2

(partnership Limited by shares)

KRS-WB Partners of a general partnership or general partners of a limited joint-stock partnership

KRS-WG Share issues

KRS-W3