The Polish law or legal system in Poland has been developing since the first centuries of Polish history, over 1,000 years ago. The public and private laws of Poland are codified.
The supreme law in Poland is the Constitution of Poland. Poland is a civil law legal jurisdiction and has a civil code, the Civil Code of Poland. The Polish parliament creates legislation (law) and is made up of the Senat (upper house) and the Sejm (lower house).
Legal areas Polish public and private laws are divided into various areas, including, for example: civil law (prawo cywilne), much of which is contained in the Polish Civil Code commercial law (prawo handlowe) notably the Polish Code of Commercial Partnerships and Companies copyright law (prawo autorskie), see copyright law in Poland for details administrative law (prawo administracyjne) constitutional law (prawo konstytucyjne) private international law (prawo prywatne międzynarodowe) tax laws (prawo podatkowe) criminal law (prawo karne) family law (prawo rodzinne) labour law (prawo pracy) water law (prawo wodne) media law (prawo prasowe) Traffic code (prawo o ruchu drogowym) Geology and Mining law (Prawo geologiczne i górnicze).
New Polish law is published in Dziennik Ustaw and Monitor Polski (see promulgation).
Law in Poland is administered by the judiciary of Poland and enforced by the law enforcement in Poland.
Company law No universal definitions of company and business exist in the Polish law. The usage of the equivalent terms in the Polish legal system may often be confusing because each of them has several different definitions for various purposes.
Przedsiębiorca ('entrepreneur' or 'undertaking')—known as kupiec ('merchant') until 1964; jednostka gospodarcza('economic unit') from 1964 to 1988; podmiot gospodarczy ('economic entity') from 1988 to 1997—is the closest equivalent of company understood as an entity. As of January 2021, there are at least thirteen different definitions of entrepreneur/undertaking, enshrined in the following acts:
the Civil Code, the Law of the Entrepreneurs, the Bankruptcy and Restructuring Law, the Law of Industrial Property Rights, the Geological and Mining Law Act on the National Court Register, Act on Protection of Competition and Consumers, Act on Combatting Unfair Competition, Act on Counteracting Unfair Market Practices, Act on Informing about Prices of Goods and Services, Act on Protection of Classified Information, Commission Regulation (EU) on the application of Articles 107 and 108 of the Treaty on the Functioning of the European Union to de minimis aid, Regulation (EU) No 952/2013 of the European Parliament and of the Council of 9 October 2013 laying down the Union Customs Code.
Przedsiębiorstwo ('enterprise') is defined in the Civil Code as an organized complex of material and non-material components designated to perform economic activity. Therefore, it is equivalent to company understood as a set of assets organized to do business.
Działalność gospodarcza ('economic activity') is the closest equivalent of business. As of January 2021, there are at least six different definitions of economic activity, enshrined in the following acts:
the Law of the Entrepreneurs, the Tax Ordinance, Act on Personal Income Tax, Act on Goods and Services Tax (VAT), Act on Social Security System, Act on Procedures Concerning Public Aid (transcription of the definition developed in the EU case law).
Entities registered as entrepreneurs in the Central Registration and Information on Business (Centralna Ewidencja i Informacja o Działalności Gospodarczej, CEIDG)
przedsiębiorca będący osobą fizyczną (an entrepreneur who is a natural person), previously known as osoba fizyczna wykonującą działalność gospodarczą or działalność gospodarcza osoby fizycznej or jednoosobowa działalność gospodarcza or kupiec jednoosobowy — sole proprietorship;(Polish) Civil Code of 23 April 1964 (Dz.U. No 16 item 93 as amended) the company's name must include the first name and surname of the entrepreneur; s.c. (spółka cywilna): "civil law partnership", itself neither a proper legal entity nor a juridical person, as it is the partners (natural persons) who retain their separate statuses as entrepreneurs and legal entities, albeit bound by an agreement on the sharing of profits, losses and ownership of a business (common pool of assets). Although it is granted NIP and REGON numbers distinct from those belonging to the partners, its legal capacity is limited exclusively to matters related to value-added tax, excise and customs duties, as well as the roles of an employer in labor law contracts and a payer for its employees (but not partners) of their personal income tax advances, social insurance contributions and health insurance contributions. Can be likened to a voluntary association. Its name must include the first names and surnames of the entrepreneurs;
Entities registered in the National Court Register (Krajowy Rejestr Sądowy, KRS)
Entities registered as entrepreneurs in the Register of Entrepreneurs (Rejestr przedsiębiorców), excluding the pan-EU forms Except for the spółki osobowe (partnerships), all are juridical persons.
spółki handlowe commercial/trade partnerships and companies/corporations (regulated by Code of Commercial Companies) spółki osobowe partnerships (entities possessing separate juridical personality) sp.j. (spółka jawna): ≈ registered partnership, otherwise translated general partnership sp.p. (spółka partnerska): ≈ professional partnership, otherwise translated limited liability partnershipMay also be denoted by the addition of i partner(zy) ("and partner(s)") to the firm's name. Can only be used for the purpose of practicing as a professional licensed by a regulatory body, in a profession listed in the appropriate provision of the Commercial Companies Code (e.g. physicians, barristers). The partners are fully liable for the partnership's debts, with the exception of debts incurred by other partners practicing their licensed profession and employees under their direction. sp.k. (spółka komandytowa): ≈ limited partnership S.K.A. (spółka komandytowo-akcyjna): limited joint-stock partnership, otherwise translated partnership limited by shares. Minimum share capital zl 50,000 (approx. €12,500). spółki kapitałowe companies/corporations S.A. (spółka akcyjna): ≈ joint-stock company, otherwise translated plc (UK). Minimum share capital zl 100,000 (approx. €25,000). P.S.A. (prosta spółka akcyjna) = simple joint-stock company, otherwise translated simple plc, a new company type 2021, actually a simplified version of the former type Sp. z o.o. (spółka z ograniczoną odpowiedzialnością): ≈ Ltd. (UK). Minimum share capital zl 5,000 (approx. €1,250) spółdzielnia: ≈ cooperative (regulated by Cooperatives Act of Poland) May also be denoted by the adjective Spółdzielczy(-a/-e) in the firm's name. Some subtypes of cooperatives are governed by additional dedicated laws along the general cooperative law, these include spółdzielcza kasa oszczędnościowo-kredytowa (a credit union), bank spółdzielczy (a cooperative bank), spółdzielnia mieszkaniowa (a housing cooperative), rolnicza spółdzielnia produkcyjna (an agricultural production cooperative), spółdzielnia kółek rolniczych (a farming societies cooperative, providing agricultural services), and spółdzielnia pracy (a labor cooperative), including spółdzielnia socjalna (a social cooperative). p.p. (przedsiębiorstwo państwowe): state undertakings or state enterprise instytut badawczy: (government research institute, excluding those operated by the Polish Academy of Sciences), instytut Sieci Badawczej Łukasiewicz (Łukasiewicz Research Network institute) przedsiębiorstwo zagraniczne (foreign undertaking), towarzystwo ubezpieczeń wzajemnych (mutual insurance society), towarzystwo reasekuracji wzajemnej (mutual reinsurance society) branches of foreign undertakings active on the territory of Poland, main branches of foreign insurance undertakings, main branches of foreign reinsurance undertakings as well as any of the juridical persons registered in the Register of Associations, Other Social and Professional Organizations, Foundations and Independent Public Healthcare Institutions (see below) if they intend to perform business activities (when allowed by their bylaws, excluding Independent Public Healthcare Institutions, as they are not allowed to register as an entrepreneur, as well as excluding those of juridical persons or other legal entities who are registered in the KRS exclusively for the purpose of obtaining status of an officially recognized charity – public benefit organization, and would otherwise be exempt from the registration in the KRS – see below)
References: (Polish) Commercial Companies Code of 15 September 2000 o 94 item 1037 as amended);
From business perspective spółki z ograniczoną odpowiedzialnością (limited liability companies) are the most popular forms of legal entities in Poland as approx. 96% of foreign investments is performed in this legal form.
Entities registered in the Register of Associations, Other Social and Professional Organizations, Foundations and Independent Public Healthcare Institutions (Rejestr stowarzyszeń, innych organizacji społecznych i zawodowych, fundacji oraz samodzielnych publicznych zakładów opieki zdrowotnej) All the following types are juridical persons:
(foundation); Polish law currently envisages only public purpose foundations stowarzyszenie rejestrowe (registered association) związek stowarzyszeń (union of associations), territorial branches of an association who have their own juridical personality (if allowed by the association's bylaws), stowarzyszenie ogrodowe family garden association związek stowarzyszeń ogrodowych (union of family garden associations), stowarzyszenie kultury fizycznej (physical culture association) związek sportowy (sport union = a union of physical culture associations), polski związek sportowy (Polish sport union), a sui generis juridical person holding the authority of the officially recognized national sports governing body in disciplines which are managed by an IOC-recognized international federation (all Olympic and some established non-Olympic disciplines, but not the Paralympic ones, the latter obligated to operate under the general rules as unions of associations because of their non-commercial and often charitable character); each discipline is always governed by one such body only though some of the latter cover multiple disciplines; this highly regulated legal form may be described as based on a union of associations entrusted with the status of a national sports governing body on behalf of the respective international federation and the state authorities, thus exhibiting also some features of an official authority, but also of a company, as it is designated by law as the obligatory owner and trader of exclusive rights related to sponsorship, advertisement and broadcasting of national events and national team, and therefore, it is indirectly obligated (in practice in all cases) to register also as an entrepreneur; its incorporation is possible only through transforming an existing union of associations whose direct membership is composed exclusively of sports clubs active in a specific sport, as well as their subnational unions, or other juridical persons active in the particular discipline, and following the mandatory prior admission of such Union to the respective international federation, and subsequently, the mandatory consent of the minister responsible for sports before applying to the KRS; registration is synonymous with official recognition as the national governing body of a discipline and is coupled with a number of additional rights and obligations