Limited liability company (Poland)

Spółka z ograniczoną odpowiedzialnością (literally, a limited liability company '), abbreviated sp. z o.o. is the Polish name for the legal form of a limited liability company in Poland. The legal form Sp z o.o. is very similar to the German GmbH.

History

In 1934, Sp z o.o. codified for the first time in the Polish Commercial Code. During the socialist period, however, these regulations lost greatly in importance. In 2000 a new law on commercial companies ( codecs spolek handlowych - KSH ) was adopted. 2003 was issued an amendment to the KSH to implement European requirements.

Establishment of a Polish limited liability company

A Polish limited liability company can be established by one or more ( natural or legal) persons at any legally permissible purpose. However, the Sp z may o.o. not be founded exclusively by another person company with limited liability (Art. 151 § 2 KSH ). Even foreign legal or private persons may associate the Sp be.

As in German law, the GmbH are liable to shareholders of Sp for any liability of the Company. Liability is limited to the assets of the Company.

Share capital

The share capital of Sp z o.o. is divided into shares of equal or unequal nominal value and must be at least 5,000 zloty (around EUR 1,200.00 EUR ).

The partnership agreement may provide that a shareholder may own one or more shares (Art. 152 KSH ). A shareholder may own more shares, any shares of common stock have equal and indivisible (Art. 153 KSH ). There is no limit to the number of shareholders.

Foreign companies

Limited liability companies, which may be located abroad establish branches or representative offices in Poland.

One-man company

In a one-man company the sole member shall exercise all powers conferred upon the shareholders' meeting. The provisions relating to the general meeting of shareholders shall apply accordingly.

Shareholders' agreement

The contract is a Sp z o.o. must include the following points:

  • Name and domicile of company
  • The object of activity of the company
  • The amount of share capital
  • The indication of whether a shareholder is entitled to take one or more units
  • The number and the nominal value of the shares that are acquired by the individual shareholders
  • Duration of the company, if it is determined
  • The social contract must be notarized.

Contributions in kind

Also in Polish law it is possible not to make the capital contribution in cash (so-called cash contribution ) but in other ways (so-called non-cash contributions, in Poland " apport ").

To perform insert for purposes of meeting the share wholly or partly in the form of a contribution in kind ( apport ), it must be stated in the contract exactly the subject of this contribution, the person of the shareholder who brings the apport and the number and the nominal value of this acquired shares are executed. The object of the insert remains in the exclusive disposal of the Shareholders Board.

Company in formation

With the completion of the notarized partnership agreement on a Sp formed analogously to German law, a company in formation.

The Sp z o.o. in formation is represented by the Board or by proxy, which was unanimously appointed by resolution of the shareholders.

A special feature applies to the one-man company in formation. Here, the ( sole ) shareholder has no right to represent the company. This is of course not for the registration of the company with the Registry Court.

Construction

To build up is required: The conclusion of a partnership agreement:

  • The introduction of deposits by the shareholders to cover the entire share capital, and the acquisition of a unit for a price that is higher than the nominal value, and the delivery of the surplus
  • The appointment of the Company's management
  • The appointment of the supervisory board or the audit committee, if the law or the shareholder so requires
  • The entry in the Polish Commercial Register (KRS )

Application

The Executive Board of Sp z o.o. reporting to the founding of the Society for the entry in the register at the registration court competent for the seat of the company. The application for registration of the company to sign all board members to the registry court. The Company will be dissolved due to legal provision, if it is not registered within 6 months of the end of the social contract. All deposits must be fully paid before registration.

The Company shall be entered by the court in the register. The registry court may not refuse entry due to minor errors that do not affect the interests of the Company or the interests of the public, and which can not be removed without a substantial cost.

Unlike common in German-speaking countries, even though the word spółka (society) is already a part of the company, the entire legal form name must be appended unchanged to this (Article 160 § 1 KSH ), therefore, are constructs such as XY Spółka Węglowa sp. z o o (XY Coal Company GmbH) to be found.

Executive liability

For bad debts of the Company, the Board members shall be liable to the creditors personally (Art. 299 § 1 KSH ). The liability does not apply if they can demonstrate that they have time insolvency proceedings or is under remained blameless and without detriment to the respective creditors (Art. 299 § 2 KSH ). The difference from the German rules in § 64 para 2 Limited Liability Companies Act lies in the fact that under Polish law, not all the creditors ( namely the bankruptcy estate ) benefited when a member of the board (CEO ) may be held in this way, but the individual creditors, however, the self must be active.

  • Limited liability company
  • Law ( Poland)
  • Economics (Poland )
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