Establishment of Polish LLC – Limited Liability Company in Poland
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.
Minmum capital. Shareholders. Management board
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.
DRAFT OF ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY
Public notary
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.
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).
The next steps are registration in the National Court Register, The Central Statistics Office (GUS), Social Insurance Institution (ZUS) and in Polish Tax Administration (Tax Office)
Starting your business in Poland
The process of opening your own business in Poland is conducted according to the principle of freedom of establishment, at least in theory. Outside of several heavily regulated sectors (e.g. the financial sector) and the necessity to have your professional qualifications recognized if your profession is one of those which need it according to EU legislation (such as a doctor, nurse, architect or pharmacist) you are free to start a business in Poland – if you are a citizen of the European Union or one of the member states of EFTA (European Free Trade Association – curently comprising of Switzerland, Norway, Iceland and Liechtenstein).
For Polish, EU and EFTA citizens, the possibilities are manifold.
First, you choose whether, in the process of becoming a legal person, you will only register your business in the CEIDG (Central Registration and Information on Business) or with the KRS (National Court Registry). In you make the former choice, your business will be either that of an idividual entrepreneur (self-employment) or a civil law partnership, and you will be liable for Personal Income Tax (PIT), in one of the four available forms.
Companies registered to KRS tend to be CIT taxpayers (corporate income tax is a flat-rate tax of 19%, with a few exceptions), usually require at least two persons to establish and, depending on the sectors in which they conduct their activities and the preferred forms of taxation and shareholder liability, may be:
- limited liability companies („spółka z ograniczoną odpowiedzialnością, sp. z o.o.”);
- general partnerships;
- limited partnerships;
- joint-stock companies;
- limited joint-stock companies etc.
Once the choice is made, you will have to choose the sectors in which your business will operate and register this data via selecting the appropriate PKD (Polish Statistical Classification of Economic Activities) codes during the registration process.
The registration of commercial companies requires not only a legal fee to the KRS, but also (in most cases) several notarized documents, such as the statute of the company. Every year, you will also be requirred to update your data and send your financial statements to the KRS – which also requires a fee.
That said, for non-EU, non-EFTA citizens who do not have a residence permit, the options are much more limited – they may only open a limited liability company, and thus are required to register it in the KRS.
It is possible to apply for a residence permit for a fixed amount of time in order to conduct business activities – most of the paperwork can be handled by a legal proxy.
Depending on your choice of the legal form of runnning your business, you will be required to keep different kinds of accounting records and may be obligated by law to have your bookkeeping done by a certified accountant – it is important to check this before making your choice.