Limited Liability Company in Poland
Under Polish Law limited liability company is a capital company and is fully available to foreigners. As a capital company it has a legal personality. It can be established by one or more individual or a legal persons, with a stipulation that another limited liability company may not establish another limited liability as a sole shareholder.
In order to establish limited liability company signing the deed of establishment of the company and the company’s Articles of Association in the form of a notarial deed is required. The minimum share capital for establishing a limited liability company is 5,000 PLN. Later the company needs to be entered into the National Court Register.
The company is represented by Management Board appointed by the shareholders. The shareholders are not liable for the obligations and debts of the company. On the other hand members of the Management Board are liable for the debts and obligations of the company in the event if the recovery of receivables against the company was not effective. Management board may release itself from the liability by shoving that a motion for bankruptcy was filled in a proper time or arrangement proceedings was commenced.
The bodies of the company consist of Management Board, Shareholders Meeting and an optional Supervisory Board or Audit Committee (or both). Supervisory Boards, Audit Committee or both are compulsory in the event the share capital exceeds 500,000 PLN and the number of shareholders exceeds 25.
Low capital requirement, legal personality and lack of shareholders liability make limited liability company usually best choice for foreigner investors in Poland. The main disadvantage of such company is actual double taxation (taxation of dividend and income tax) and was the cost of establishment. In the past the capital requirement for limited liability company was 50,000 PLN but the reduction of the statutory minimum capital requirement to 5,000 PLN decreased the overall costs of establishing such company by 1/3.
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