Limited Liability Company

How to set up limited liability company and its definition

 

It is a very popular way of conducting business in Poland among medium and large companies and foreigners. This form of activity is usually established for the purpose of operating business on a large scale. The company deed (articles of association) must be prepared in the form of a notarial deed, or is otherwise null and void. The founders can be one or more legal or natural persons. The initial capital of the company must not be less than PLN 5.000, and the initial value of one share must not be less than PLN 50. The Company is liable for its debts and obligations with its whole property. There are no special requirements for foreign investors.

A limited liability company act may be formed by one or more persons for any legitimate purpose. Founders may not be another limited liability company as the single promoter. The shareholders are not liable for the obligations of the company. A limited liability company is a legal entity. Limited liability companies having their seats abroad may establish branches or representations on the territory of the Republic of Poland.

Establishment of a limited liability company:

  1. Signing Articles of Association in the notary's office. The cost of signing the articles is a notary's fee and a stamp duty. The amount of both charges depends on the amount of the company's share capital.
  2. The management board shall submit the Articles of Association to the National Court Register. Registration takes place at the district court having jurisdiction over the principal place of business of the company being formed. Upon being registered the company acquires legal personality. The fixed charge amounts to PLN 600.*
  3. Opening the company's bank account. A company is obligated to open a bank account in Polish zlotys (at any bank, except the National Bank of Poland) and may also hold foreign currency accounts with a bank authorized to deal in foreign currency (subject to the Foreign Exchange Law).
  4. VAT registration. After receiving the decision on registration, the company can register for VAT reasons in the Tax Office.

*Along with the registration documents filed to the National Court Register, the management board applies for the following:

  • the company's statistical number REGON assigned by a Provincial Statistical Office,
  • the company's registration with the Statistical Insurance Institution (ZUS) as an employer,
  • the company's registration with the Tax Office in respect of income tax and VAT (taxpayer number - NIP).

Registration Court sends the above notifications to the right departments. It does not verify their correctness or completeness.

 

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