In the view of the government, we have not had such prosperity in terms of entrepreneurship. In fact, progress on the SME market is still blocked, and amenities sometimes are obstacles.
JPK VAT, split payment and finally GDPR are the main changes that companies are facing. Assuming two first to order the tax system, and third – personal data protection system.
At the moment, these are big problems for small and medium-sized companies, which must put a lot of commitment to ensuring their duties, often inaccurately described by the legislator.
Blockages in the pace of entrepreneurship development could be mentioned: apart from often underdeveloped changes in law, these are also huge difficulties in the labour market and tax and insurance burden when hiring, which a small or medium-sized company is unable to bear. Business-office contacts are also a barrier.
Complicated and unclear administrative procedures often depend on the internal arrangements of the office. The lack of central information flow serves to disinformation and bend regulations. Some changes to the law aim to remove these barriers.
It is worth looking at them and using the available facilities in contact with the control or administration apparatus.
Complicated and unclear administrative procedures often depend on the internal arrangements of the office. The lack of central information flow serves to disinformation and bend regulations. Some changes to the law aim to remove these barriers. It is worth looking at them and using the available facilities in contact with the control or administration apparatus.
Remedium – Business Constitution
The long-awaited business constitution has recently entered into force, which replaced the existing business constitution from 2004 Freedom of Business Act.
Business law introduces, among others, the possibility of carrying out so-called unidentified activities, relief for start-ups and the possibility of suspending business activity for an indefinite period (but only for entrepreneurs included in CEIDG).
It is not without significance that entrepreneurs have obtained their representative – the SME Ombudsman under this law. Another interesting change is to ensure that administrative authorities present legal explanations in a simple language adapted to the cognitive capabilities of the average owner of the company.
This would seem trivial to significantly improve the quality of SMEs' work. The government website took care of this provision by inviting the leading linguists to consult, who have simplified the official language in force so far.
A very important assumption of the new law is the change of the business relationship – the administration towards a more friendly and partnership.
This is also intended to ensure that the principle of the presumption of fairness of the entrepreneur, the principle of friendly interpretation of the rules, as well as the key principle "which is not prohibited by law, is allowed". The question is how will the principle work in practice, e.g. with regard to tax optimization?
Economic freedom is guaranteed on paper for now, but judgments and case law will show whether it exists in the coming months.
Facilitation package
But not only the law of entrepreneurs is meant to make life easier for owners. Further changes are presented by the Ministry of Entrepreneurship and Technology, which systematically implements the project 100 changes for business.
These changes include: increasing the thresholds for transition to accounting books, increasing the limit for flat-rate accounting, introducing facilitations in construction investments, or increasing protection against changes in the interpretation of the law. More important, already implemented, is e.g.
raising the threshold for "full" accounting and lump sum. These barriers in contact with the offices are intended to lift increased protection from changes in the interpretation of the rules – something that is vitally needed in view of the crazy pace of changes being made.
one there is a legal certainty clause in place here, which ensures that the entrepreneur who has followed the established practice will not suffer any negative consequences. This is to protect against the effects of a retroactive change in the interpretation practice of authorities, including tax authorities.
This is worth keeping in mind in view of increased tax checks. The package is also intended to reduce the burden of control – and so: the tax control must not undermine the findings of prior control. The Authority cannot control the company several times in the same case.
If the audit in the company continues, a complaint may be lodged with the court to order the inspection authority to extend the duration of the review. If the entrepreneur wants to avoid a long-term audit of various offices, joint inspections of different authorities will be possible with his consent, if they concern the same case.
In addition, after the consultation phases, he found himself in the process of giving an opinion on the draft amendment of the bill on the amendment of the law – the Code of Commercial Companies and certain other laws, which is also part of "100 Changes for companies – Business facilitation package".
As the organisational framework for companies was rightly noted, they are still based on the Commercial Code with 1934, they can therefore be too rigid and not always fit to market needs. This is to change the introduction of a new legal form for companies, the so-called Simple Equity Company (PSA).
The company must face various barriers, such as the inability to create silent partnerships, the requirement of written form with notarial signatures certified for sale of shares and the fact that the minimum nominal value of the share is 50 PLN.
The creation and operation of a public limited liability company is relatively expensive and complicated. Both forms of companies currently available have difficulties in starting a business, raising capital or winding up companies in the event of a failure.
For the development of entrepreneurship, it was proposed to introduce this PSA, which could be associated with share capital from 1 PLN, it will be able to flexibly shape the company's ownership structure (including the issue of shares without nominal value) and will be able to be liquidated or converted into another capital company as soon as possible and in a simple manner.
Source: Financial Gazette, No. 20/21
Author:
Andrzej Dmowski
Managing Partner Russell Bedford, Doctor of Legal Sciences, Lawyer, Tax Advisor, Restructuring Advisor, Certified Public Accountant – Expert Auditor in Ireland, Certified Fraud Examiner - Expert in Crime Detection and Abuse, Certified Internal Controls Auditor - International Internal Auditor.
Graduate of the University of Cambridge - British Centre for English and European Legal Studies - Faculty of Law and Administration, Graduate and Fellow of the Faculty of Law and Administration of the University of Warsaw.
Specializes in settlement of transactions between related entities - transfer pricing, legal and tax aspects of M&A and issues concerning derivatives of financial instruments.