Nowadays business immigration to Poland is becoming more popular among foreign citizens. The most suitable forms of business in Poland for foreigners are private limited company and public limited company. Our lawyers assist in all the matters connected with business formation in Poland.
Private limited company (Ltd)/ Limited liability company (LLC) / Limited (LTD)
Private limited company may be established by one or more persons for almost any legal purpose, unless the law states differently.
The articles of association of a private limited company should be made in a form of notarized act (registration in National Court Register). After the registration the company is officially established.
The authorised capital of private limited company shall comprise at least 5 000 PLN. The nominal value of a share cannot be lower than 50 PLN. The stock capital may be divided into shares of equal or unequal nominal. The shares cannot be purchased lower than their nominal value. If the share is purchased over the nominal value, the surplus is transferred to reserve capital.
The name of a company may be chosen freely, but it shall contain caption “limited liability company” (“spółka z ograniczona odpowiedzialnością”). In everyday activity it is possible to use abbreviations “spółka z o.o.” or “sp. z o.o.”.
The company is liable for the obligations with its whole assets. The members of a company do not have personal liability for company’s obligations. The members of the Board might be liable for the company’s obligations, but only in case, when the executive procedure against the company is not possible (subsidiary responsibility). A member of the Board might be excluded from the personal liability if he proves that he notified about the liquidation on time or despite a failure to notify about liquidation the creditor has not incurred any damage.
The limited company is represented and its duties are carried out by the Board. The Board consists of one or more members. The members of the Board might be selected from the shareholders or beyond that group. The Member of the Board is elected and dismissed with the shareholders’ general meeting, unless the articles of association state differently.
Public limited company (PLC)/ Joint stock corporation / Incorporated company
Public limited company may be established by one or more persons. It cannot be established only by a sole private limited company.
The Articles of Association should be made in a form of a notarized act (registration in National Court Register). Together with registration such company becomes legal entity.
The authorised capital of public limited company consists of at least 100 000 PLN. The authorised capital should be divided into shares of equal nominal value.
The company is liable for its obligations with whole assets. The shareholders are not liable for company’s obligations.
The public limited company is represented by the Board, which carries out all the activities of the company. The Board consists of one or more members. The members of the Board might be chosen from the shareholders or beyond that group. The members of the Board are chosen and dismissed by the Supervisory Board, unless the articles of association state differently. Member of the Board might be also dismissed by the General Meeting of Shareholders.
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