Dismissal of a director of a Polish limited liability company

Limited liability company – characteristics and dismissal of a director

Polish limited liability company is the most popular type of company among entrepreneurs, especially foreign nationals. The share capital is quite low – PLN 5.000. The incorporation procedure is not very difficult. There is a possibility to incorporate a company via a notarial deed or via online s24 system. Online incorporation is getting very popular recently. Polish limited liability company may be incorporated remotely. This type of company has two obligatory bodies: shareholders and board members. Shareholders may be considered as owners of the company. Whereas board members represent the company and bind it.

Dismissal of a director

Directors are responsible for the management of the company and representing it towards third persons. However, it is shareholders power to dismiss members of the board of directors. Each member of the management board may be dismissed by a resolution of shareholders. What is more, such dismissal may take place at any time and without cause. 

It is possible to incorporate other provisions regarding dismissal of directors to the articles of association of a company, namely it is possible to restrict the right to remove members of the board to important reasons (art. 203 sec. 2 Companies Commercial Code).

Nevertheless, it shall be remembered that removal from the management board does not deprive the dismissed member of the rights resulting from the contractual relationship with the company (art. 203 sec. 1 CCC). Such rights may result from employment or managerial contract. Management contracts may limit shareholders in their right to dismissal. Whereas, employment contract needs to be terminated in accordance with the labor laws.

If you are interested in incorporating a company in Poland or wish to get more information about directors rights and duties please contact our team members.

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