The most popular forms of doing business in Poland by foreigners are: limited liability and joint-stock company. The Commercial Companies Code limits their liability to the amount of the share capital. However, in case of ineffective execution against the company, members of the management board can be jointly and severally liable for the company’s obligations. They may release themselves from such liability if they:
This is the most popular form of business in Poland among both foreign and domestic investors.
For the purposes of establishing an LLC it is necessary to conclude a notary deed of incorporation and register in the National Court Register.
The founders of an LLC may be natural and legal persons. A limited liability company may also be established by a single shareholder (however with some restrictions). A limited liability company has legal personality and is represented by its Management Board.
The minimum initial capital of such a company is PLN 50,000. The minimum nominal value of a share is PLN 50. Contributions to a limited liability company may be made:
A limited liability company acquires legal personality once it is entered into the National Court Register.
For the purpose of establishing a joint-stock company it is necessary to conclude a notary deed of incorporation and registration in the National Court Register.
The founders may be natural and legal persons. It may also be established by a single shareholder (however with some restrictions). A joint stock company has legal personality and is represented by its Management Board.
The minimum initial capital of such a company is PLN 500,000. The minimum nominal value of a share is PLN 0, 01. Contributions to its share capital may be made:
A joint stock company acquires legal personality once it is entered into the National Court Register.
This type of legal form is required for certain type of business (e.g. banking) and companies willing to be listed on the Warsaw Stock Exchange.
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Limited Liability Company |
Joint Stock Company |
| 1. Number of founders Polish and/or foreign: |
at least 1 person (however a Limited Liability Company may not be formed solely by another single-shareholder Limited Liability Company) |
at least 1 person (however a Joint Stock Company may not be formed solely by single-shareholder Limited Liability Company) |
| 2. Limitation of activities: |
except for banking, insurance business, stock exchange and some other activities (pension funds, etc.) – which have to be in the form of a Joint Stock Company |
no limitations imposed |
| 3. Minimum initial capital in PLN: |
PLN 50,000 |
PLN 500,000 |
| Capital to be paid in prior to court registration: |
100 % |
at least 25 % (if the shares are subscribed for in-kind contributions they shall be paid in full not later than before the end of one year of registration of the company) |
| 5. Minimum value of one share: |
PLN 50,00 |
PLN 0,01 (one grosz) |
| 6. Valuation of in-kind contributions: |
formal valuation is not required |
mandatory, made by founders whose report is subject to the review of an statutory auditor appointed by the registry court |
| 7. Preferences attributed to shares: |
preferences as to the voting right may relate only to shares having equal value |
relate to registered shares only (with exception to non-voting shares) |
| 8. Legal status of shares: |
shares represent property rights and are not securities, share certificates may not be issued |
shares are considered securities; share certificates should be issued |
| 9. Sale of shares issued in return for in-kind contribution: |
no restrictions, such shares can be sold immediately |
such shares should remain registered and may not be transferred or pledged until the Shareholders’ Meeting approves financial statement for the financial year in which such shares were paid for in full |
| 10. Public trading in shares (stock exchange): |
not allowed |
possible when a number of requirements is fulfilled |
| 11. Additional payments (dopłaty): |
the Articles of Association may oblige shareholders to make additional payments within the limits of specified amounts in proportion to the shares held by them. They do not result in share capital increase, may be paid back to the shareholders upon the Shareholders’ Meeting approval |
not applicable |
| 12. Shareholders' decision making process: |
Certain resolutions (excluding those which relate to the annual shareholders’ meeting)
may be adopted by the shareholders in writing without holding a Shareholders’ Meeting.
Absolute majority of votes (more than 50%) is necessary to pass a shareholders' resolution. This is the rule from which there are exceptions. Qualified majorities are required in the following matters:
2/3 of votes are required, among other things, to amend articles of association, sell the company's business or liquidate the company;
3/4 of votes are required, among other things, to make a material change in the company's scope of business, in case of merger and division of companies,
Articles of association may impose more stringent rules. One share may bear more than one vote (privileged shares).
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All shareholders' resolutions must be adopted by the Shareholders’ Meeting
(annual or extraordinary), minutes always made by a notary.
Absolute majority of votes (more than 50%) is necessary to pass a shareholders' resolution. This is the rule from which there are exceptions. Qualified majority is required as follows:
2/3 of votes are required, among other things,to make material change in the company's scope of business;
3/4 of votes are required, among other things,to change the statutes of the company, redeem shares, decrease/increase share capital, sell company's business, liquidate the company.
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| 13. Publication of Shareholders’ Meeting’s resolutions adopted without formal convocation: |
there is no requirement to publish resolutions of a Shareholders’ Meeting |
resolutions of a Shareholders’ Meeting, except for those required to be entered into the commercial register must be published in the Court Monitor within 1 month from adoption
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| 14. Minutes (in the form of a notarial deed) of Shareholders’ Meeting required: |
required only if the company’s'Articles of Association are being amended |
required in case of each Shareholders’ Meeting |
| 15. Tenure of office of the Management Board: |
no limitations |
no longer than 5 years, reappointment possible |
| 16. Supervisory Board and/or Auditing Committee: |
not compulsory, unless a company's share capital exceeds PLN 500,000 and there are more than 25 shareholders; the Supervisory Board consists of at least 3 members |
Supervisory Board is compulsory; Supervisory Board consists of at least 3 members (5 for Public Companies) |
| 17. Tenure of the office of the Supervisory Board: |
one year, unless the Articles of Association specify different tenure |
no longer than 5 years, reappointment possible |
| 18. Reserve funds: |
voluntary creation of special purpose funds |
8% supplementary capital always to be created until this capital reaches at least 1/3 of the value of the company's share capital |
| 19. Obligatory audit: |
required if two of the following criteria are met:
a) annual average employment exceeded 50 persons,
b) total balance sheet amount exceeded EUR 2,5 million,
c) turnover plus financial income exceeded EUR 5 million;
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Annual audit always required |
| 20. Distribution of property remaining after the liquidation of the company: |
distribution of the property among shareholders cannot be carried out before the lapse of 6 months from the date of the announcement of the opening of the liquidation proceedings and the summoning of creditors |
distribution of the property among the shareholders cannot be effected before the lapse of 1 year from the date of the last announcement of the opening of the liquidation proceedings and the summoning of creditors |
