How to start a limited liability company in Poland?
If you want to open a business in Poland, the most popular for of a company is the limited liability company („spółka z ograniczoną odpowiedzialnością”).
The Polish limited liability company is founded by at least one member and requires a minimum share capital of 5000 PLN.
The name of the company must be followed by the termination “Sp. z.o.o.” The shares of such a company can be freely traded on the market and must have a nominal value of at least 50 PLN.
A limited liabilyty company can be registered in the National Register Court when the management board submits the statement that the whole share capital is contributed. In the case when the capital is contributed in cash it should be paid on the company’s bank account. The contributions may be paid in cash or in kind.
The number of shareholders is not limited. It can be either natural person or legal person.
Management board consists of one or a number of natural persons, who can be its shareholders. Management board is elected by the General Assembly with exception of instances mentioned in an agreement. If the only shareholder is the only member of management board at the same time, all of his resolutions must have a form of notary deed.
Shareholders General Assembly is summoned by Management board, Supervisory Board or the shareholders representing not less than 10 % of the share capital. The decisions are made on the basis of absolute majority of votes. The decisions concerning the changes in the company’s agreement or concerning its termination are made by majority of 2/3 votes.
The company agreement (the articles of association)
The company agreement of LLC, which has to be made in the form of notary deed in the notary public office, should contain at least: the name and type of a company and its registered seat, the object of the company’s activity, the duration of the company, if it is established for a definite time period, the amount of the share capital, the number of shares, the number and nominal value of shares subscribed for by individual shareholder. Of course you can add other important thongs.
Registration in the National Court Register
The next thing you need to do is registration in the National Court Register. It is done by Court Register after submission of the registration application prepared by the company’s board such as: name, type of the company and its registered seat, the amount of the share capital, The Company Agreement, documents establishing company’s bodies and their members, if they are not mentioned in the Company Agreement, the list of shareholders and a few more. The costs of registration amount to 600 PLN.
Of course there a couple of other issues you beed to remember about such as filing documents to the Social Security Institution, opening a bank account and filing documents to the appropriate Revenue Office.
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