When registering a business in Poland, you can choose from many legal forms of companies in Poland.
But how to choose the right legal form for a company?
Legal forms of companies in Poland:
- Individual activity ( Polish :
- Civil Legal Partnership ( spółka cywilna )
- Economic partnerships ( spółka osobowa ), public / limited partnership ( spółka jawna / Komandytowa )
- Capital companies (Polish spółki kapitałowe ), limited liability company (Polish spółka z ograniczoną odpowiedzialnością ), public limited company (Polish spółka akcyjna ) .
Below is an overview of the legal form of companies in Poland.
Individual activity ( Polish:
Civil Legal Partnership ( spółka cywilna )
A partnership established on the basis of civil law. It’s not a company, but the partners are entrepreneurs. Established to achieve some economic objective described in the contract. Each of the partners has a separate entry in the business register, and the company has its own company code and VAT identification number. The individual partners are the owners of all the assets of the company. A civil law partnership does not have legal personality and is not a company – but its partners are entrepreneurs.
- ” No – the company .” The company is not a separate legal entity. Only its partners are such entities.
- The company is treated as a separate entity for VAT and excise purposes.
- Entrepreneurs are separate partners in the company.
- The company does not operate as a company under civil law. In the civil law partnership agreement, the partners may specify the name of the company, which will be published in the Central Register of Economic Activities ( Centralna Ewidencja i Informacja o Działalności Gospodarczej – CEIDG) .
- Joint ownership of assets.
- Equal distribution of profits.
- Each of the partners must receive an entry in the Central Register of Economic Activities (CEIDG),
- Without legal personality, partners cannot enter into contracts with a company.
- The partners are jointly and severally liable with all their assets for the company’s obligations, both civil and public.
- Complications during transport activities (each partner must have its own license / permit )
Public partnership ( spółka jawna )
The Commercial Law Partnership was established to conduct the business activities of the partners. Decisions are made in the form of unanimous resolutions, there are no specialized bodies, and all partners are appointed to manage the company affairs and to represent it. This company is suitable for the management of medium-sized companies. The company is registered with the National court register (Polish Krajowy Rejestr Sądowy )
Liability with all its personal assets for the obligations of the company, if the obligations can not be fulfilled from the assets of the company, the so-called subsidiary liability.
The most popular legal forms (types) of companies in Poland:
- Limited Liability Company (Polish: Limited Liability Company)
- Limited liability company (Polish spółka z ograniczoną odpowiedzialnością )
- Limited partnership ( spółka Komandytowa )
A limited partnership is a company whose purpose is to manage the business as its own company. This is a transitional period form between partnerships (civil and public (Polish: cywilna i jawna)) and capital companies (limited liability company, public limited company (Polish: spółka zoo, akcyjna) ). The company does not have the status of a legal entity, but has the legal capacity to perform legal acts (incomplete legal entity (Polish) osobomna prawna) ). This means that it can be subject to rights and obligations (legality) and carry out legal actions through its own actions (actions of persons authorized to represent the company).
• FULL MEMBER – is responsible for the company’s liabilities with all its assets. Responsibility of the real partner for the liabilities of the company were formed in the same way as the responsibilities of the partner of the public partnership. The beneficial partner represents the partnership (manages the partnership) if he has not been deprived of this right under a partnership agreement or a final court decision.
• COMMANDER – is liable only for obligations not exceeding the amount specified in the contract, the so-called subsistence amounts, but he is not responsible for the amount of contributions. He can represent the company, but only as a representative. If it goes beyond the scope of the mandate, acts without it, and does not disclose its mandate, it will responsible for the consequences of its actions in the same way as the real partner. Commander also without will be liable for the obligations of the limited partnership when its name (company) is disclosed in the name of the company (company name).
Limited liability company (Polish spółka z ograniczoną odpowiedzialnością )
An independent entity with legal personality, and is the most common of the corporate legal forms in Poland . For entrepreneurs planning for larger or high risk the choice of a capital company, such as a limited liability company , is usually much more beneficial than community. The structure of a limited liability company can leave no doubt that that you will be liable for the company’s debts with personal assets.
Limited Liability Company Partners – May have one or more partners, which may be physical or legal entities, i. y. other companies. The only exception is the provision that one person is limited a limited liability company may not be established by a single-member limited liability company.
Companies contract and registration – The contract of a limited liability company must be concluded by a notarial deed. Partners (partner) must pay a contribution to cover the entire authorized capital. Limited liability companies the registration must be entered in the national court register. The company acquires legal personality after registration. The amount of the authorized capital should be at least PLN 5,000 . The nominal value of a share cannot be less than PLN 50. The authorized capital of the company is divided into shares with a nominal value of the same or different. Shares may not be subscribed for below their nominal value. If the stock is purchased for at a price higher than the nominal value, the surplus is transferred to additional capital.
Liability for liabilities – the company is liable for its liabilities with all its assets, board members can be jointly and severally liable, but only if enforcement against the company proves ineffective. Partners are not responsible for the company’s obligations. Board members may be released from liability if proves that he has filed for bankruptcy in due time or that the board has commenced settlement proceedings, or that the bankruptcy petition was not filed and the arrangement process was not initiated through no fault of their own, that is is despite the fact that no bankruptcy application has been filed and no arrangement procedure has been initiated the creditor did not suffer any damage.
The Board of the Company and other bodies of the Company represent and manage the affairs of the Company. There may be one on the board or several members. The board does not have to be composed of partners (the functions of the board may be performed by persons who does not hold any shares in the company). The Board is appointed and dismissed by the decision of the shareholders (if the company ‘s articles of association unless otherwise specified). The optional body is the supervisory board.