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Business form: limited liability company (sp.z o.o.)


A limited liability company can be founded for any purpose provided by law. The basis of the company's existence is its share capital.

A limited liability company is a legal entity.

A company can be founded by one or more individuals, legal entities or organizational units that do not have a legal personality, to which the law recognizes legal capacity (for example, simple partnerships).

Business management and representation.
The company acts as a legal entity through its bodies. The owner is indispensable for the functioning of the company. The owner manages the business of the company and represents the company. It can be one or more people. Members can be either partners or people outside the partner group. Members of the Management Board are appointed and dismissed by a decision of the shareholders. The bylaws may provide for other ways of appointing and dismissing board members: for example, by a supervisory board, one from each partner.

In addition to the council, a company may have supervisory bodies: a supervisory board or a supervisory board. If the share capital exceeds PLN 500,000 and the number of partners exceeds 25, the company must have a supervisory board or audit committee.

Company assets.
The company can, on its own behalf, acquire real estate, movable property, assume obligations, including loans, etc. The company's assets are separate assets from the assets of its partners. The assets of the company are initially created on the basis of contributions from partners and can be multiplied by the company by its own assets.

Partner contributions.
Shareholders must contribute to the coverage of the authorized capital. The minimum authorized capital is PLN 5,000. Shareholders can cover their shares with cash or non-cash contributions. The subject of the contribution remains at the exclusive disposal of the management board.

Responsibility for the company's obligations.
Shareholders are not responsible for the obligations of the company. Also, members of the company's bodies are not responsible for its obligations, with the exception of the cases specified in Art. 299 thousand hours

The procedure for establishing a limited liability company.
To found a limited liability company, you must:

- draw up a company agreement in the form of a notarial deed (in the presence of a notary in Poland);
- pay the entire share capital before its registration (the minimum share capital is PLN 5,000; monetary contributions are made to the company's bank account);
- appoint the bodies of the company (eg, director, chairman);
register the company in the State Court Register (Krajowy Rejestr Sądowy - KRS).

The application is submitted on the official form KRS-W3, and with it in the form of attachments:

- KRS-WE - concerning the co-owners of the company;
- KRS-WM - with data on the subject of the company and
- KRS-WK - about persons entitled to represent the subject.

From the moment of registration in the register of entrepreneurs, a limited liability company will acquire the status of a legal entity.

The company is subject to CIT / CIT (corporate income tax).

Obligations of entrepreneurs
The company is liable for its obligations with all its property without restrictions. Co-owners are not liable for the obligations of the company, they bear the risk up to the amount of contributions made to the company.

Categories of foreigners who can found a limited liability company.
Every foreigner staying in Poland legally can establish and run a limited liability company.

A foreigner staying in Poland illegally cannot carry out business activities.

Note! International treaties between individual states and Poland may introduce additional restrictions or powers. In this regard, you should make sure whether there is an international treaty with respect to this state.