I have a quite urgent question I'd like to sort out this week.
I'm a Belgian who just settled to Poland and I created a Sp. z o.o. which already has REGON, NIP, KRS and ZUS.
This week, I must sign a contract between myself and my company in order to pay myself a monthly salary. I must do this with a notary (as I'm the only shareholder, it has to be a notary deed which later must be registered at the "sąd"). Once done, my accountant will go to ZUS for me, this time to register me as "pracownik", not as "właściciel".
As a private person, I already have my "karta pobytu" and a PESEL number, but I realized I still have no NIP number. What should I do to get it ? (my accountant couldn't help me with this procedure).
Very simple - just go to the local Urzad Skarbowy for where you wish to pay tax (or the local office to where you're registered - if you are registered in Poland) and fill in a short form. You'll get it within 2-3 weeks.
Moonlighting, why do you need to sign a contract with yourself with a notary? I'm the only shareholder too and signed umowa o prace with myself without a notary. In what Law did you see such a strange requirement?
Actually it's more than just shareholder. I'm the only person in the company. So, I'm both unique shareholder, president of the board and legal representative. In these conditions, my lawyer told me (and the notary confirmed it), the contract must be a notary deed and be registered at the court.
I've been in that situation and didn't need a notarised document. You can just pay yourself as directors' drawings. One benefit of that is that the witholding tax is only 19%.
The only reason I can see that your situation has arisen is that the Akt Notarialny doesn't make provision for that which sounds a bit odd.
On the hook for taxes? What do you mean, that you will be liable? It is your tax number so I would imagine so. That's what I use when I pay for ZUS online, together with my REGON.
The thing is that, on the akt notarialny, indeed there is no mention of a salary for the "prezes". When we wrote the umowa spółki, my lawyer had foreseen for me, that I would later sign a contract as employee with my firm. I talked again to the notary on Friday. He told me there are 2 possibilities. I can do a "kontrakt menedżerski" (or whatever it is called in Polish). No need for akt notarialny or registration. So it wouldn't cost anything. Or another contract (can't remember all the details, because anyway I discuss that kind of details with my lawyer) which requires akt notarialny, sworn translator, and registration at the court by the kancelaria.
Can you give me precisions about the contract with your own firm, without all those cost and hassle? I'm obviously interested in a similar solution...
Anyway, with the original umowa spółki, I just followed the recommendations of my lawyer. If it appears I just wasted time and money because of ill advise, I'll grab him by the balls and stuff his nostrils with them!!!
The thing is that, on the akt notarialny, indeed there is no mention of a salary for the "prezes"
There usually isn't - board fees are decided yearly.
You can just either employ yourself as prezes (or anything else you like -what your lawyer quaintly calls a "kontrakt menedżerski") in any case taking no salary as prezes (as prezes zarzadu you dont need to take a salary from that role - only larger companies do it that way) or do as I have and take it as drawings. You should have a board meeting (on paper only is fine - no need for a lawyer) to agree the amount. Though if you're the only board member or shareholder the world won't end if you don't hold a meeting real or not.
It does sound as if the lawyer has done it this way either through incompetence or so you'll have to pay for more time.
Thanks for your input. I talked to my lawyer. But here is a copy/paste of his e-mail reply, so you get the situation:
"Because of a resolution of the Supreme Court issued just two weeks ago, it's null and void to conclude a labour contract between a limited company and its sole shareholder being at the same time the only member of the board. In such case a solution would be to conclude a contract for manager. But still, according to paragraph 210 item 2 of Commercial Companies Code, in case like yours such contract (legal action) requires a form of notary deed.
In other words: you - acting as general assembly of shareholders - are authorized to make a resolution setting a salary for you, without notary deed. But in order to let your accountant make money transfer (salary), a legal basis is needed. And this would be e. g. contract for manager, but in your case it has to be undersigned as notary deed."
There are 3 circumstances on which one can get NIP: 1. You are a tax payer in Poland 2. You are an employer (also tax-paying) 3. You make other tax-related payments
I'm currently doing my PhD in Warsaw. I'd moved in during December'11. I could not and cannot apply for NIP-3 for individuals as it is no longer issued. I'm not able to pay ZUS via my bank account since I don't have a NIP. My bank (Alior) could not help me out in this issue. I will be travelling to Paris for a year's time and won't be able to go in person and pay ZUS in the post office. I'd really like to know if there's any way out of this issue, or pay ZUS through online portals without the need for NIP.
PS. Most people don't seem to be aware that NIP is no longer being issued!
From my own experience, I would say...all communication with ZUS for example... And if you want to apply for a Karta Warszawiaka as a foreigner (I know this does not concern you) your NIP is also necessary.
Must all invoices/faktury state a self employed person's NIP or just receipts/paragons?
You have to ask your accountant, but I would say yes. If not, these invoices would be invalid and your taxes will be higher. I suppose you run "działalność gospodarcza". There are different ways for how to pay income tax and in relation to this different kind of documentation you need to have :
1) bases is - "książka przychodów i rozchodów" - percentage of your profit, 2) "karta podatkowa", you pay constant tax - 3) "ryczałt ewidencjonowany" - you pay percentage of what you take - costs are not important Taxes rules in Poland there are very complicated and very changeable. And the good and reasonable accountant is the most important you need.
