The essential Corporate Law in Poland

These are the highlights if you want to know more about The essential Corporate Law in Poland. This entry was drafted by EWRA. Link to E-Iure Network.

This collaboration is a brief step-by-step guidance. In no case it can be considered as legal advice. If you want -or need – legal advice, ask for a lawyer or a law firm. In that case EWRA is an excellent option in Poland.

Trading companies

Trading company is the form of cooperation with a view to making a profit at least two people, except Limited Liability Company and joint-stock company, which can be set up  by a single entity, as far as the founder of the company itself is not a one-man Company Ltd. The company is formed as a result of conclusion of the agreement, in which the partners undertakes to strive for common purpose by contribution of assets and possibly by cooperation in another specified manner.

The most important in personal companies are members, their qualifications and work they carry out. Partners of such company, as a rule, are liable for obligations with all their assets.

In capital companies, the emphasis is on the equity supplied by shareholders, on which the functioning of the company is based. Shareholders are not responsible for the company’s obligations.

Through a branch a foreign entrepreneur can lead business activity in Poland inasmuch as it is performed in the country of its headquarters. While having representation in Poland allows foreign entrepreneur to do activities only to the extent of company’s advertising
and promotion.

An important difference between business activity in the form of a partnership and capital company is how the profits generated by the company are treated by income tax.

Taxpayers in companies (with the exception of limited joint-stock partnership) are only shareholders of these companies with income of a share from the company which is not a legal entity. Depending on whether the partner is a natural or legal person, income from participation in a partnership will be combined with other shareholder’s income taxed with income tax from natural (PIT) or legal (CIT) persons.

Income of capital company (as well as the limited joint-stock partnership) is subjected to tax at the level of the company.

In capital companies and in a limited joint-stock partnership there is a requirement for shareholders to pay up share capital (in a limited liability company it is PLN 5,000, in a joint-stock company – PLN 100,000, in a limited joint-stock partnership – PLN 50,000). In personal companies, however (with the exception of the limited joint-stock partnership), due to the lack of share capital, shareholders may freely determine the amount of their contributions. These contributions do not need to be in cash, they can rely on the provision of services by a member.

A general partnership is a partnership. It can be created by natural and legal persons, with each partner being responsible for the company’s obligations without limiting his or her entire assets, jointly and severally with other partners and with the company. Partnership agreement should be concluded in writing, otherwise it may be considered invalid.

A professional partnership is a partnership created by partners for the purpose of pursuing a profession in a partnership running an enterprise under its own business name.  A company may be established for the purpose of performing more than one liberal profession, unless a separate law provides otherwise. Persons qualified to pursue the following professions may become partners in the partnership: advocate, pharmacist, architect, civil engineer, auditor, insurance broker, tax adviser, stock broker, investment adviser, accountant, physician, dentist, veterinary doctor, notary, nurse, midwife, legal adviser, patent attorney, property appraiser and sworn translator. Partner shall not  be liable for: obligations of the company, which arose in connection with the performance by the other partners professional services in the company and commitment of the company following the acts or omissions of persons employed by the company  on the under a contract of employment or other legal relationship, which were subjected to the leadership of another partner for the provision of services related to the subject  of the company’s activities.

Limited partnership can be created by at least two people, one of which is a limited partner (responsible for the liabilities of the company only to the so called totals limited partnership in case other person has not brought any contribution to a company) and the other general partner (responsible for obligations of the company with all its assets). Limited partnership agreement should be concluded in the form of a notarial deed.

A limited joint-stock partnership is a partnership which purpose is to operate a business under its own business name, at least one partner of which is liable to the creditors for the obligations of the partnership without limitation (the general partner) and at least one partner is a shareholder. Agreement of the Limited Liability Partnerships is the Statute. Statute of a public Limited Liability Partnerships should be drawn up in the form of a notarial deed. This is the only form of the partnership, in which you have to raise the initial capital.

Limited liability company may be created by natural or legal persons or legal irrespective of nationality and place of establishment. The limited liability company has legal personality. The agreement of an LLC must be written in the form of a notarial deed.

The exception is when the registration of the company takes place via the Internet. Liabilities of an LLC corresponds to the company – an exception is when the Board of this company fails to submit an application for a declaration of bankruptcy in good time, the Board is also liable with personal property.

A joint-stock company has the most complex construction. Its contract is the statute created in the form of a notarial deed. Its partners are shareholders who hold certain amounts of shares authorizing them to receiving a designated part of the dividend. Liabilities of the company are the sole responsibility of the company.