Limited liability company in Poland, Private limited company in Poland
Private limited company may be established by one or more persons on almost any legal purpose, unless the law states differently.
The limited company cannot be set up by created only by other one-person limited company.
The agreement of 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 start up capital of private limited company should consist of at least 5 000 PLN.
The nominal value of share cannot be lower than 50 PLN.
The stock capital may be divide into share of equal or unequal nominal.
The shares cannot be achieved below their nominal value.
If the share is taken over the nominal value, the surplus is transferred to reserve capital.
The name of a company may be chosen freely, but it should contain caption “spółka z ograniczona odpowiedzialnoscią” (“limited liability company”).
In the daily activities it is possible to use captions “spółka z o.o.” or "sp. z o.o.”.
For commitment the company is responsible of their own funds.
The partners do not assume responsibility for company’s obligations.
The members of the Board may take responsibility for the company’s obligations, but only in case, when the execution against the company is not possible (subsidiary responsibility).
A member of the board might exclude own responsibility if he proves that in right time he notified about the liquidation or started negotiating procedure, or if he proves that failing to notify did not result from his fault, or if he proves that despite not notifying 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 chose from between the shareholders or from beyond that group.
The member of the board is chosen and dismissed with the shareholders statement, unless the agreement states differently.