Limited Liability Company

General Information

A limited liability company (Polish name: spólka z ograniczona odpowiedzialnoscia) is a very popular type of company in Poland. It may be formed for any legitimate purpose, which means that its objective may not be to operate a business.

The main advantage of limited liability company is the fact that a shareholder is not liable for obligations of the company.

Limited liability company is a legal person.

Incorporation

Limited liability company may be established by one or more individuals, partnerships, companies or other legal entities. However, limited liability company may not be established by another sole-shareholder limited liability company as a sole founder.

The company deed shall be made in the form of a notarial deed. Limited liability company come into existence upon entry into the commercial register.

Preliminary expenses i.e. costs of signing the deed and entry in the register of limited liability company with initial capital of 5.000,00 PLN are no less than 1.800,00 PLN.

Capitalisation and Financing

Limited liability company has its own assets, which consists of property contributed to or acquired by the company during its existence. Contributions made by each shareholder as well as their values are determined by the company deed.

The code of commercial partnerships and companies requires minimum initial capital of 5.000,00 PLN.

Board Structure

I. The management board

The management board manages the affairs of the company and represents the company in court and out-of-court actions. If the company deed does not provide otherwise, members of the management board are appointed and removed by the meeting of shareholders.

II. Supervision

Every shareholder has a right of supervision. The right may be limited or excluded in case of appointment of a supervisory board or an audit commission. If the initial capital of a company exceeds 500.000,00 PLN and there are more than 25 shareholders, appointment of a supervisory board or an audit commission is compulsory. If the company deed does not provide otherwise, members of the supervisory board or audit commission are appointed and removed by the meeting of shareholders.

III. Meeting of shareholders

The meeting of shareholders is summoned by the management board. Each share of equal nominal value carries one vote at the meeting of shareholders. If the company deed or the code of commercial partnerships and companies does not provide otherwise, resolutions are adopted with an absolute majority of votes.

Annual Costs

Annual Costs of operating a business vary depending on size and object of company. They may include legal and accounting services as well as costs of licenses and permits. In some types of businesses possession of civil liability insurance is mandatory.

Corporation Taxation and Financial Reporting

Under provisions of corporate income tax act limited liability company is liable to corporate income tax. The rate of corporate income tax amounts to 19%. Shareholders are obliged to pay dividend tax at a rate of 19%.

According to article 2 of the accounting act, limited liability company is obliged to maintain books of account.

Employee Participation in Corporate Bodies

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