LIMITED LIABILITY COMPANY
GENERAL OVERVIEW
Purpose |
May be established for any purpose allowed by law (including conducting a business) unless other is provided by acts. |
| Founders/ Members | May be established by one or more individuals or legal persons or legal persons or organizational unit without legal personality which was granted a legal capacity on the basis of a specified act (for example partnerships). However, it may not be established solely by another single-member limited liability company. Most recommended shareholding pattern is to have at least 2 members. |
| Directors | No restrictions. Foreigners can be appointed as Directors. Local Director is not required. Directors must have clear criminal record with regards to corporate and business crimes. |
| Method of incorporation | Signing Articles of Association: at the Notary; oronline via designated portal (DSC required of each member required). |
| Minimum capital | 5,000 PLN |
| Minimum value of one share | 50 PLN |
| Legal personality | A limited liability company is a legal entity – body corporate (separate from its shareholders). |
| Company liability | The Company is liable for its debts and obligations with its whole property without any limitations. |
| Shareholder and management board liability | The shareholders are not liable for the company’s obligations, they bear a risk up to the value of shares contributed. Where execution against the company has proved ineffective the members of the management board shall be liable jointly and severally for the obligations of the company. A member of the management board may extricate himself from the liability by showing that an application for declaration of bankruptcy was filed or arrangement proceedings were instituted in due time, or that a failure to file an application for declaration of bankruptcy or institute arrangement proceedings was not due to his fault or that the creditor suffered no damage even though no petition for bankruptcy was filed or no arrangement proceedings were instituted. |
| Taxation | CIT Declaration – Corporate Income Tax 9 % of CIT for profit up to 2 mln EUR, above 19 %, alternatively 0 % of Estonian CIT |
| Additional requirements for foreign investors | N/A |
| Organs of a company | Superior authority of a company is Shareholders Meeting. Company is represented by a Management Board (consisting at least of one person) according to principles laid down in a company deed or a company charter. A company may be also represented by proxy. In limited liability company a Supervisory Board may be optionally appointed. In limited liability companies whose initial capital exceeds PLN 500.000 and the number of shareholders exceeds twenty five the Supervisory Board or audit commission shall be compulsory. |
| Time frames for incorporation | Online incorporation 3-5 days (provided that shareholders have valid DSC) or Notarial incorporation 1-3 months |
| Auditing requirement | Obligatory if 2 out of 3 conditions are met: employment exceeds 50 employeesassets exceed 2.5 mln EURrevenues exceed 5 mln EUR |
| Reporting requirement | Obligatory – once a year (preparing and approving of financial statement must be submitted to National Court Register). |