Establishment of Polish LLC – Limited Liability Company in Poland
Minimum capital amounts to 5.000 PLN (about €1.250). LLC 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 value of contributions does not have to be estimated by an expert. Non-cash contributions, similar to cash contributions have to be contributed before the registration of a company.
The number of shareholders is not limited. It can be either natural person or legal person (other company). However, it may not be established solely by another single-member limited liability company.
Management board consists of one or a number of natural persons, who can be, but not necessarily should be, shareholder or a proxy of shareholder in case the shareholder is the legal person. 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/her resolutions must have a form of notary deed. They are optional, if the capital is not larger than 500 000 PLN and the number of partners is not higher than 25.
Shareholders General Assembly
It 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 decisions concerning modifying the company, essential change of the object of the company’s activity or fusion are made by majority of ¾ votes. The agreement may provide more rigorous conditions of making these resolutions.
The company agreement
The company agreement of LLC, which has to be made in the form of notary deed, 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 Apart from this, the Company agreement can also deal with contributions, profits and additional duties imposed on shareholders.
The documents stipulated by public notary: • The list of partners and the number and nominal value of shares held by them • The draft of resolution appointing the Management Board • The draft of resolution appointing the Supervisory Board and audit commission, if the terms stipulate their appointment. • The power of attorney for the proxy, authorized by public notary in the country where shareholder has his residence, if the shareholder or the persons authorized to sign documents in the name of a shareholder of the company which is to be founded, are not present during making the notary deed. If a shareholder is a legal person the following documents are needed: • Extract from the Court Register concerning the data about the legal person, not older than 3 months. • The resolution of an appropriate body (the Management Board or the Supervisory Board) anticipating the participation of a legal person in establishing a new company in Poland. All the documents written in the foreign language should be authenticated by the Polish embassy or consulate of a given country claiming that they are written out accordi
ng to laws in force and they should be translated by a certified translator. It should be emphasized that in the moment of establishing a LLC the whole share capital must be contributed.
Registration in the National Court Register
The next step 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, which contain following elements: • name, type of the company and its registered seat • the amount of the share capital • the first names and surnames of the management board members and the manner of representation of the company • the first names and surnames of the members of the supervisory board or the audit commission (if exist) • the duration of the company, if established for a definite time period • information on non-cash (in-kind) contributions made, the number and nominal value of shares subscribed for by individual shareholder The application should be filed and submitted jointly with: • The Company Agreement • documents establishing company’s bodies and their members, if they are not mentioned in the Company Agreement • a representation of all members of the management board that all of the shareholders made full contributions towards the share capital • the list of shareholders (either natural or legal persons) including the number of shares held by each shareholder signed by all members of the management board • sample of signatures of members of the management board placed before the Court or certified by a public notary; • personal data of the members of the management board Additional requirements connected with necessary registration are settled by Article 320 of the Polish Companies Code (2). The costs of registration amounts to 1,000 PLN.
The Central Statistics Office (GUS), Social Insurance Institution / Social Security Office (ZUS), Tax Office
After registration in the Court each company should acquire a REGON statistical number in the local Central Statistics Office (GUS) (3), which is issued without charge. The registration is based on the application filed by the entrepreneur on the form RG – 1 and submitted with The Company Deed and the copy of the registration document from the Registration Court. GUS is obliged to issue a REGON within 7 days, but if the entrepreneur applies for it in person, the whole procedure should last no more than 20 – 30 minutes. In the end the company should register in the Social Insurance Institution (4) and, after opening the bank account, in an appropriate Revenue Office (5).
Contribution for covering the share capital by a foreigner
According to Article 158 of the Polish Companies Code the shareholders may pay the share capital in advance by means of two kinds of contribution: in cash or non-cash. The contribution may take place in a way of providing by the shareholder the sum of money or of making appropriate non-cash assessments. A foreigner may contribute to the company by means of transferring appropriate sum of money from his account abroad on the account established for the company in organization. While transferring it is essential to point the legal title, in respect to transferring the money on the company’s account in organization. There are no legal obstacles so that a foreigner cannot contribute to the share capital in advance by paying appropriate sum of money brought to the country. In this case, however, it should be remembered that if the amount of money brought from abroad is higher than 10.000 euro, while crossing the border a foreigner is obliged to submit the information of conveyance of these resources to the customs or Boarder Guard that perform the customs clearance (Article 18 of Device Act).