Limited liability company is the most popular type of company among foreign investors.
LIMITED LIABILITY COMPANY
(Pol. spółka z ograniczoną odpowiedzialnością, abbreviated name: sp. z o.o.)
|MINIMAL NO. OF PEOPLE REQUIRED TO INCORPORATE
|MINIMAL SHARE CAPITAL
5000 PLN (about 1200 EUR). There is no requirement to pay the capital into bank account during company formation process.
There is special tax in the amount of 0,5% of share capital to be paid by newly established company within 14 days from signing the company's Articles of Association.
Limited liability company is a tax payer of Corpotate Income Tax (CIT). The Corporate Income Tax rate is 19% Reduced 9% CIT rate applies to companies, which revenue from sales for last tax year does not exceed 2 000 000 EUR.
Shareholders of the LLC company are subject to the tax on dividends at a rate of 19%. In case of foreign shareholders, dividend tax should be applied subject to EU regulations and double taxation treaties.
SHAREHOLDER /SHAREHOLDERS MEETING (Pol. zgromadzenie wspólników)
Each LLC company must have at least one shareholder. When there are more than one shareholder in the company, the shareholders make decisions within the framework of the meeting of shareholders.
The same person can be both company shareholder and management board member. The same person can be both company shareholder and supervisory board member.
Each entity which possess legal capacity can be shareholder of Polish company. It concerns natural person, legal person, as well as other entities, which formally are not legal person, but have legal capacity. There are not any restrictions regarding foreigners. Any foreign person or company/partnership can be shareholder of Polish limited liability company. It concerns also offshore companies registered in tax heavens.
Shareholders are not liable for the company obligations against third parties, tax obligations, other public duties.
Shareholders are not entitled to manage the affairs of the company and act on behalf of the company. There are however some matters which require shareholders consent.
|MANAGEMENT BOARD/BOARD OF DIRECTORS (Pol. zarząd)
Each LLC company must have at least one management board member (director). The same person can be both company shareholder and management board member.
Only natural person can be management board member. The same person cannot be both management board member and supervisory board member. Management board member cannot be punished for certain types of crimes. There are not any additional restrictions regarding foreigners. Any foreign natural person can be management board member of Polish limited liability company.
Management board (board of directors) is the only company governing body entitled to act on behalf of the company. The management board manage the affairs of the company and represent the company.
Management board members, as a rule, are not liable for the company obligations against third parties. However, in some instances (i.e. in case of company insolvency), they may be liable for company debts, if they fail to comply with the obligations provided for by law.
|SUPERVISORY BOARD (Pol. rada nadzorcza)
As a rule, the supervisory board is not a mandatory governing body of the company. Constitution of the supervisory board in limited liability company is mandatory only if the company share capital is more than 500 000 PLN (about 120 000 EUR) and there is more than 25 shareholders.
The supervisory board exercise permanent supervision over the company in all areas of its operation.