patryk filipiak: set up your start up - presentation - 130604
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Set up a startup in Poland in a legal Perspective. Relocating the company abroad (to EU member or USA)TRANSCRIPT
DR PATRYK FILIPIAK ATTORNEY-AT-LAW
SetUpYour StartUp
SET UP A STARTUP IN POLAND
A LEGAL PERSPECTIVE
A Model Case:
• 1 or more founders having an idea for business (Founders)
• 1-2 IT associates (IT)
• Business model based on new technologies (mostly internet, mobile apps etc.)
• First round of Financing (seed/startup)
SetUpYour StartUp
Seed Phase:
• Self-employment for one Founder
• Civil Partnership for more than one Founder
SetUpYour StartUp
Self – Employment (Private Enterprise):PROS:
• Central Record and Information about Economic Activity (CEIDG)
• Cheap and easy to setup and manage
CONS:
• No limited liability
• Tax – Personal Income Tax (PIT) flat (19%) or progressive (18% and 32%)
SetUpYour StartUp
Civil Partnership (CLP):
• Agreement not an entity
• CLP is not a separate entrepreneur (partners are!)
SetUpYour StartUp
CLP – Estate:
• Assets belong to partners – joint estate
• Joint estate is separated form personal estates of partners
• Joint estate – special legal regime
SetUpYour StartUp
CLP – Managing:
• Generally management and representation belong to all partners (no corporate bodies)
• Rules may be altered in Partnership Agreement
SetUpYour StartUp
CLP – Liability:
• Partners are liable for debts toward 3rd Parties
• Joint liability
• Right of recourse
• Can’t be altered in Partnership Agreement
SetUpYour StartUp
CLP – Taxation:
• CLP – no legal capacity in tax law apart from VAT
• PIT – on Partners’ level
• Simplified accountancy
SetUpYour StartUp
SetUpYour StartUp
START UP STAGE
SetUpYour StartUp
Typical solution:
• Limited Liability Company – „Ltd.” (spółka z ograniczoną odpowiedzialnością)
Special corporate vehicles:
• Limited Liability Company Limited Partnership - „sp. z o.o. sp.kom.” (spółka z ograniczoną odpowiedzialnością spółka komandytowa)
• Limited Liability Company Limited Joint- Stock Partnership – „sp. z o.o. SKA” (spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna)
SetUpYour StartUp
LTD. – Estate:• As a legal entity it has its own estate • Fully separated from shareholders’
estates• Minimum share capital: 5.000 PLN• Estate comes generally from:
Shareholders’ contributions (cash or contribution in kind)
Economic activity
SetUpYour StartUp
LTD. – Managing:Ltd. is managed by:• Board of Directors, Management Board
(usually Founders) – manages and represents Ltd. on daily basis
• Shareholders’ Meeting – makes most important or strategic decisions
• Supervisory Board (generally optional) – supervise actions of Board of Directors
SetUpYour StartUp
LTD. – Liability:
• Corporate Veil
• Liability of members of the Board of Directors: In case of bankruptcy toward 3rd parties For unlawfull actions toward Ltd.
SetUpYour StartUp
LTD. – Taxes:
• Double taxation (CIT & PIT): Company level (Company Income Tax –
19%) Shareholders level (Personal Income Tax
– 19%)
SetUpYour StartUp
Special Vehicles:• Advantages: combining corporate veil and singular taxation
• Problem:upcomming legislation changes
Thank you!Dr Patryk Filipiak
Attorney-At-Law
IŁŁAKOWICZÓWNY 7/2
60-789 POZNAŃ
T: + 48 61 2224 383
WWW.FILIPIAKBABICZ.COM
DR PATRYK FILIPIAK ATTORNEY-AT-LAW
SetUpYour StartUp
RELOCATING THE COMPANY ABROAD
(TO EU MEMBER OR TO USA)
SetUpYour StartUp
Ways to achieve the goal:
• The decision on relocating the company’s seat abroad under Polish law
• Share deal • Asset deal • Cross-border mergers
SetUpYour StartUp
Ways to achieve the goal:
• The decision on relocating the company’s seat abroad under Polish law
• Share deal • Asset deal • Cross-border mergers
SetUpYour StartUp
• The decision on relocating the company’s seat abroad under Polish law
• What about EU Law?
SetUpYour StartUp
Asset Deal:
• The direct transfer of individual assets, i.e. real estate, machinery, receivables, etc. (the "asset deal")
• Key issues of the asset deal transaction
SetUpYour StartUp
Share Deal:
• In case of legal entities it is also possible to acquire all majority of shares (the "share deal")
• Key issues of the share deal transaction
SetUpYour StartUp
EU Cross-Border Merger:• Companies and limited joint-stock
partnerships may conduct a cross border mergers in EU
• Important: the condition is that at least two are subject to the laws of different Member States
Thank you!Dr Patryk Filipiak
Attorney-At-Law
IŁŁAKOWICZÓWNY 7/2
60-789 POZNAŃ
T: + 48 61 2224 383
WWW.FILIPIAKBABICZ.COM