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Company founding

HOW TO FOUND A COMPANY?
 
Unfortunately, founding a business may often appear annoying and still occupies a lot of time. Luckily, not much money. The so-called “one counter”, which is supposed to offer the possibility of founding the business in one place, is still a plan only, that is why seeking the information on all the essential procedures concerning the foundation of a business would be to no avail. Therefore, we have created this brief guide. We hope it will serve as a valuable source of information, though not all of the subjects are exhausted here. We have described 5 necessary steps for a quick and effective foundation of a business. We also present the expenses which it involves. But let me get to the point ...
 
 
Step 1: The City Council
 
The City Council is the first place where we have to if we are planning to start a business as a private person. The first steps should lead us to the department dealing with economic activity which in Kielce is the Department of Commerce and Services. We will find there the application form for a registration in the economic activity record. We fill in the form with:
  • name and surname,
  • private address,
  • the planned company’s address,
  • the subject of the activity in accordance with PKD (Polish Classification of Activities)
  • full and shortened name of the company,
  • the planned term of beginning the activity (it is worth to write here the actual data of the companies operating)
From this moment we will be obliged to pay the ZUS premiums (premiums for the Social Insurance Institution). In case of the companies of commercial law we have to register them in the National Court Register (that is in a court of law).
 
The costs of registration and the company’s removal from the register:

Type of Registration

Registration

Change of Registration

Removal

Economic activity record

100 zl

50 zl

0 zl

National Court Register – registration of the entrepreneurs (joint companies)

1000 zl

400 zl

300 zl



The application and the document certifying the rights for the use of the company space or site (notary deed, lease contract, tenancy contract or granting) should be submitted in the City Council. The issue of confirmation of applying for registration may last for 14 days.
 
 
Step 2: Statistical Office and number REGON
 
Our next destination is the statistical office. In Kielce it is situated at Wróblewski Street 2. We may go there after receiving from the City Council the confirmation of applying for registration. In the statistical office we are obliged to submit the application for assigning of the statistical number REGON on the RG-1 form. The RG-1 form includes among others:
  • phone and address data,
  • basic and detailed legal norm,
  • the form of ownership and financing,
  • the state of legal and economic activity,
  • the type of the performed activity,
  • information on the legal registration (in case of a private person running a business, also – names and surname, address of residence, personal number PESEL number)
After receiving the identification number the company is registered in the national register of economic entities. We receive the identification number REGON in a period of 14 days after the submission of the application. However, in case of submitting the application in person in a statistical office we may receive the number REGON in a dozen minutes or so. The registration in a statistical office is totally free of charge.
 
The REGON registration is a currently updated source of information on the entities of national economy. More about the registration REGON: http://www.stat.gov.pl/bip/rejestry/regon/regon.htm.
 
 
Step 3: Interval Revenue and NIP (Number of National Identification)
 
After receiving the confirmation of registration in the economic activity record (Step#1) the owner is obliged to report to tax office within 7 days. The offices serve the particular towns and districts so you ought to find the office assigned to your address of residence and the company’s seat and go there.
 
In Kielce there are two tax offices:
 
I Urz?d Skarbowy
25 – 661 Kielce, ul Wróbla 17
tel. 041 365 71 28, fax. 041 345 58 49
 
II Urz?d Skarbowy
25 – 647 Kielce, ul. Częstochowska 20
tel. 041 368 36 50, fax. 041 368 48 51
 
Those who submitted tax return in the past must have his personal NIP number. After the foundation of a business it will also function as the company’s NIP number. If we do not possess our own NIP number, we have to apply for its assignation in the tax office.
 
NIP-1 Application for identification / application for updating of a private person running a business independently
 
NIP-2 Application for identification / application for updating of a legal person or an organization unit without the legal personality, who is a taxpayer or a payer
 
NIP-3 Application for identification / application for updating of a private person who does not run a business independently
 
Explanation for the form NIP-3
 
NIP-B Information on bank accounts
 
NIP-C Information on the location of the business
 
NIP-1/A Information on the registration in the registers and records. Enclosure for the application NIP-1
 
NIP-2/A Information on the separated units of the entity, the taxpayers or payers. Enclosure for the application NIP-2
 
NIP-D Information on the partners of civil, ordinary, based on partnership, limited and limited joint companies included in tax capital group. Enclosure for the application NIP-2
 
NIP-5 – Application for certificate of assigning the national identification number
 
 
We wait for the number’s assignment from 2 weeks to about a month.
 
 
VAT
 
The next step awaiting is the registration application VAT-R. Only the registered VAT taxpayer is entitled to make out the VAT invoice, but among others diplomats and some farmers are exempt from this obligation. The exemptions often do not include the most often chosen fields of activity, but it is still worth learning about them.
 
In the VAT-R form you ought to choose the type of taxation: the lump sum of the recorded income, general rules – the revenue and expense ledger or the fixed amount tax.
 
The revenue and expense ledger is one of the most popular types of taxation. It is often chosen by the companies which do not have high profit or do not expect to have it soon. The tax is paid according to the actual profit, which is calculated through distracting the activity’s expenses from the gained income. Running the revenue and expense ledger is essential for recording all the borne expenses and the company’s turnover. We are obliged to pay the tax only if the income is higher than the expenses. Otherwise, our business makes a loss – there is nothing to pay a tax from and the loss may be deducted from the future income of the company. Usually keeping revenue and expense ledger is the responsibility of a professional accountant, whose services will cost us minimum about 150 zl per month. Then we are sure that our papers are in a good order and everything they contain is right. We can do it on our own as well, but it is essential to acquire certain specific knowledge as well as order and conscientiousness. In case of a check, which is possible, and proving the irregularities we will be imposed severe penalties.
 
The lump sum – if we decide on this type of taxation we are not entitled to any costs deduction and we have to pay the tax according to the income. It is essential to run the income record, for every tax year separately.
 
The fixed amount tax – the type of accounting which does not demand keeping the books, submission of the tax returns or income returns. Those who choose this type of taxation has to take into account paying the constant, flat-rate amount of tax. However, this type of accounting is not available for everybody –you ought to fulfil a number of conditions concerning the form of running the economic activity and the number of the employed people.
 
If you submit the VAT application you should learn about a new VAT taxpayers’ group, “a small taxpayer”, who achieve low year turnover. A small taxpayer has additional rights including the choice of the cash method of VAT accounting. You may learn more about it on the site: http://www.vat.pl/pages/i/139.php.
 
The visit in the tax office has not finished yet. It is worth enclosing to the VAT-R form the enclosure – the registration application VAT-R/UE. It will be necessary if the company is interested in the community commerce of the European Union. After submission of the applications the company will be registered as the VAT-UE taxpayer.
 
Step 4: ZUS (The Social Insurance Institution)
 
After beginning of the economic activity record we are obliged to report to the ZUS within 7 days. The application should be submitted in the Inspectorate ZUS assigned to the address of the company’s seat.
 
We will need an application form ZFA and ZUA. If the newly created company provides employment, the owner should apply for the employees insurance within 7 days since the data of employment. In case of on-person companies it should be marked in the form that the business will be run without employing other workers.
 
The social insurance is divided into two parts: the compulsory insurance including the pension and old age pension fund and accident insurance as well as the optional disease insurance.
 
Since August last year those who have never run a business are entitled to 2-year discount of 70%. The benefit is obvious. Instead of paying about 760 zl for the insurance due to the discount we have to transfer only 270 zl to the ZUS account. You will find more information on that on the site of the social insurance institution ZUS: http://www.zus.pl/niusy/rozp_dzalanosci.pdf.
 
What is also worth doing in the local ZUS inspectorate it is worth asking about the computer programme Płatnik. When we install this programme on our company’s computer, after many hours of studying Płatnik , the monthly preparation of declarations for ZUS will be definitely easier for us.
 
Form ZFA
 
FORM ZUA
 
 
Step 5: Stamp, Bank Account, Invoices
 
Stamp
 
Stamp is an essential element of each company. It is necessary when we fill in the invoices, contracts or official documents. It is also essential when we open the bank account of the company. It should include the entrepreneur’s name and surname, the company’s name and surname, numbers REGON and NIP. The stamps production services work in most of the offices.
 
Bank Account
 
The bank account’s number should be reported to the Social Insurance Institution ZUS and the Interval Revenue. When you go to bank to open the account, remember to take the above-mentioned stamp, but also your identity card, the certificate of the registration in the economic activity as well as numbers REGON and NIP.
 
Invoices
 
Having all the formalities concerning the foundation of our company completed, it is worth supplying yourself with the invoice forms. The copying pads are available in most of the tax offices and office shops as well as wholesalers. However, the best solution is keeping the accountancy by means of the specialist computer programmes. Their price differs from 20 zl to a few hundred zl, depending on the version. What is also useful is the system of internet invoices (for example the system http://www.fakturki.net/). When we log in on the site we achieve the access to the invoice record or the history. You may make out or send the invoice as the .pdf document from every place where Internet is available. These documents do not require the signature or the stamp of the invoicing company.
 
Additional Information
 
Please remember that for some types of economic activity you need to gain the licence or the permit.
 
 
The Expenses of Establishing the Company
 
The City Council or the Court
 
For the registration in record of economic activity you will be imposed the payment of 100 zl. In case of the registration of joint companies the payment amounts to 1000 zl. When changing the company’s data of registration we pay 50 zl for updating and for joint companies – 400 zl. For the enterprise’s withdrawal one-person company is not charged with any costs while the joint companies pay 300 zl.
 
The Revenue Service
 
The cost of the VAT-R form submission is 152 zl.
 
The stamp, company’s bank account, invoices.
 
To obtain the stamp we will pay 20-50 zl. The cost depends on the number of and size of the letters.
 
The bank account’s opening is usually free of charge. Some banks offer also free running of the company’s current account. However, usually the cost is 20-200 zl, depending on the services and the account’s type.
 
For the invoice forms we will pay about 6 zl. The computer programme may be obtain from the net free or buy (20 – 300 zl depending on the version and licence). If we use the on-line invoice system, we will pay 0,20 – 0,40 zl for every issue of the invoice.
 
Unfortunately these are only initial expenses concerning the establishment of the company. When our business starts its activity we have to take into account the accountancy costs (about 150 zl per month), the space renting and the cash register’s renting. An average enterprise brings first profits after about 6-12 months. Whether the company survives and how much it will earn depends to a large degree on its owner’s devotion, progressiveness and the risk taken. To be your own boss and a master of his own fate by yourself is clearly advantageous. However, we must be aware that we will suffer the consequences of our actions.


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