Choice of legal form
When planning to establish a company in Poland, entrepreneurs can choose from many legal forms. When selecting a specific type of company, entrepreneurs pay attention to the issue of the ease of doing business in a given legal form. Another important aspect is limiting the liability of partners for the company’s obligations.The tax aspects related to the income generated by the company, as well as its payment, are also important.
One of the most popular legal forms chosen by foreign entrepreneurs planning business in Poland is LLC (spółka z o.o.). This company can be established in two ways. The first one – the traditional method, requires the conclusion of a notarial deed, which is a memorandum or articles of association. The second option is to create a company via an online system using a standardized template articles of association. In order to be able to choose the second option, each of the partners should be given a PESEL number and be able to sign the articles of association and other documents electronically. In both cases, it is necessary to pay a fee in connection with the registration of the company – a court fee and a fee for an announcement related to the incorporation of the company.
Responsibility issues are a very important aspect related to choosing the right legal form for your business in Poland. In the case of a limited liability company, it is commonly said that the members of the company’s management board are not responsible for its obligations. However, according to the law, board members are jointly and severally liable for the company’s obligations. They may be released from this liability in certain cases, e.g. in the event of filing a bankruptcy petition on time or in the event of no fault in failing to file a bankruptcy petition. Therefore, in the case of a company whose affairs and formalities are conducted diligently, even if the company will not do well financially, board members have a chance of not being responsible for its obligations.
The partners of the company are generally not responsible for its obligations. A situation in which they may be liable to the company is, for example, the failure to pay declared payments to cover the share capital. Also in certain cases of incurring liabilities prior to entering the limited liability company in the register, partners may be liable jointly with the company.
Management board, directors
In Poland, a monistic system of company bodies is in force. This means that the board of the Polish limited liability company consists of the management board members, dealing with executive matters. If the partners want certain persons to perform supervisory functions in the company, it is necessary to appoint a body in the form of a supervisory board or appoint an audit committee. Individual members of the management board may be appointed as Presidents of the Management Board or Vice Presidents of the Management Board or may be given a different functional name. Unless the articles of association provide otherwise, joint action of two members of the management board or a member of the management board and a commercial proxy is required to represent the company. In the case of a one-person board, there is one-person representation. The articles of association may indicate different rules of representation.
Each company should have a registered seat specified within the company’s deed (town, city) and a specific registered seat address. Many companies are established on the basis of securing a virtual office address service, especially at the initial stage of its activity. Contact us for an offer in this regard.
Limited liability companies in Poland are subject to the obligation to keep accounting books. In order to fulfill this obligation, it is necessary to establish cooperation with a company that provides bookkeeping services.Contact us for an offer in this regard.
Company’s bank account
The company should use a bank account. It is necessary not only for the current functioning in business, but also for making tax settlements. In order to create a bank account for a company, the compliance procedure must be followed in each case. We help our clients not only to get through this procedure, but also to prepare all documents and set up a fully functional bank account.
Company’s tax identification number
As a result of the registration procedure of a limited liability company it is assigned not only with the KRS number, but also the tax identification number (NIP).
The company may decide to register as a VAT payer. We help our clients go through the procedure related to VAT registration and fulfill all obligations in this regard.