Company size matters
Law of March 6, 2018. – Law of entrepreneurs is a document in which we find definitions of companies by size. Each of these statuses requires two conditions to be met simultaneously.
Micro-entrepreneur
By this term we will call an entrepreneur who in at least one of the last two fiscal years:
- employed an average of less than 10 employees per year,
- achieved an annual net turnover from sales of goods, products and services, as well as from financial operations not exceeding the PLN equivalent of EUR 2 million, or the total assets of its balance sheet prepared at the end of one of these years did not exceed the PLN equivalent of EUR 2 million.
Small businessman
This is a company that in at least one of the last two fiscal years:
- employed an average of less than 50 employees per year,
- achieved an annual net turnover from the sale of goods, products and services and from financial operations not exceeding the PLN equivalent of 10 million euros, or the total assets of its balance sheet drawn up at the end of one of these years did not exceed the PLN equivalent of 10 million euros.
In addition, a small entrepreneur cannot be a micro-entrepreneur at the same time.
Medium entrepreneur
An entrepreneur who in at least one of the last two fiscal years:
- employed less than 250 employees on average per year,
- achieved an annual net turnover from the sale of goods, products and services, as well as from financial operations not exceeding the PLN equivalent of 50 million euros, or the total assets of its balance sheet drawn up at the end of one of these years did not exceed the PLN equivalent of 43 million euros.
In addition, a medium-sized entrepreneur can be neither a small nor a micro-entrepreneur at the same time.
The Enterprise Law lacked a definition of a large entrepreneur. It can be assumed that it is enough to “not fit” into any of the mentioned categories to be automatically assigned to the group of large entrepreneurs. This is the case, although for some reason we have to get to another law to be sure.
How to determine the status of a large entrepreneur?
The status of a large entrepreneur is only clarified by the Law of March 8, 2013. On preventing excessive delays in commercial transactions. According to Art. 4, para. 6 A large entrepreneur is an entrepreneur that is not a micro-entrepreneur, small entrepreneur or medium-sized entrepreneur. This means that a large entrepreneur in at least one of the last two fiscal years met the following conditions together:
- employed an average of 250 or more employees per year,
- achieved an annual net turnover from sales of goods, products and services and from financial operations equal to or higher than the equivalent of 50 million euros in Polish zlotys, or the total assets of its balance sheet drawn up at the end of one of these years reached or exceeded the equivalent of 43 million euros in Polish zlotys.
Status of a large entrepreneur – partner and related enterprises
To determine whether a company should obtain the status of a large entrepreneur, it is necessary to recalculate the number of people employed and verify the amount of turnover in a given fiscal year. However, it is extremely important to consider not only the personnel and turnover of the parent company, but also that of all partner and affiliated companies.
Independent enterprise
We will use this term to describe any company that is not a partner or affiliated company.
Partner company
These are two or more companies that do not qualify as affiliated companies, and there is a relationship between them that involves sharing or co-sharing the capital (to the extent of at least 25%) of another company or the voting rights of a company.
Related company
These are companies that do not meet the criterion needed to be considered partner companies and that meet a minimum of one of the following conditions:
- holds a majority of the voting rights in another enterprise and serves as a shareholder, stockholder or member therein,
- has the right to appoint or remove a majority of the members of the management, supervisory or administrative body in another company,
- may exercise a dominant influence over another enterprise on the basis of a contract with it or provisions written into its articles of incorporation, or articles of association,
- is a shareholder, stockholder or member of another company, while independently controlling a majority of the voting rights of the shareholders or members in that company under an agreement with the other shareholders, stockholders or members of the company in question.
Additional rule
Another rule is introduced by Annex No. 1 to the Commission Regulation EC No. 651/2014 of June 17, 2014, recognizing certain types of aid as compatible with the internal market in application of Articles 107 and 108 of the Treaty (Official Journal of the EU L 187 of 26.06.2014). In Article 4 para. 4 of the document included the provision: “Except in the cases specified in the second subparagraph of paragraph 2, an enterprise cannot be considered a small or medium-sized enterprise if 25% or more of the capital or voting rights are controlled directly or indirectly, jointly or individually, by one or more public bodies.”
Exceptions to this rule are detailed in Art. 3 pts. 2 of the annex to the regulation.
Responsibilities of a large entrepreneur
Since the status of a large entrepreneur has been established, additional obligations are imposed on the company, detailed in the Law on Prevention of Excessive Delays in Commercial Transactions. One of these obligations is the need for a declaration of large enterprise status. In fact, it can be one of three statements:
- About having the status of a large entrepreneur – it is submitted at the time of the first transaction with a contractor,
- on obtaining the status of a large trader – it must be submitted no later than at the time of the first commercial transaction after obtaining the status,
- about the loss of the status of a large trader – it shall be submitted at the latest on the occasion of the first commercial transaction after the loss of status.
The statement must be made once, in the form in which the business transaction is concluded. One typical way to meet this obligation is to include an appropriate information clause in the contract drawn up between the counterparties in a commercial transaction.
Important!
If an entrepreneur fails to comply with the obligation to submit a statement on the status of a large entrepreneur – for example, he submits it after the deadline or its content is inconsistent with the facts, he is subject to a fine of up to PLN 5,000. This is stated in Art. 13z and Art. 13za of the Law Against Excessive Delays.
