A limited liability company (LLC in Poland) is the basic form of conducting business activity by foreign investors. Our law firm encourages its clients to choose this legal form due to its many advantages.
One of the basic questions raised by foreign investors concerns the scope of responsibility of the entity financing the investment. In the case of a limited liability company, the financing entities may become members without incurring any risk. Members in a limited liability company in Poland do not bear any responsibility for their obligations. Thus, the main investor, the mother company, can easily transfer funds to conduct business in Poland. Transferring funds to a new company to implement investments is also fairly uncomplicated. Depending on the client’s needs, the law firm can help choose the most optimal solution in this area.
Clients are equally often interested in obtaining information about the costs of establishing a company/partnership and the costs of day-to-day operations. In the case of a limited liability company the initial costs are insignificant. The minimum share capital is PLN 5,000. This amount must be transferred to the company by a member as a contribution in connection with acquisition of shares. The share capital is, of course, at the disposal of the Management Board and may be used for the purposes of the investment in Poland. The company is established on the basis of articles of association concluded at a notarial office and then entered in the register of entrepreneurs, which entails additional costs. Contact us for a detailed offer.
Another advantage is that such company can have only one member. Of course, there may be multiple shareholders with different numbers of votes at shareholders’ meetings depending on the shares held. However, in the case of large investments this is impractical, because it is usually the main investor who has full control over what is happening in the company.
The company is primarily managed by the management board. It is the management board that incurs all obligations on behalf of the company and is accountable to the shareholders’ meeting. The shareholders’ meeting may dismiss a board member at any time. Polish law provides for flexible definition of the rules of representation in the company. It is possible to assign full power to the President of the Management Board. Alternatively, it is possible to authorise several board members, who must act jointly when incurring a liability on behalf of the company. Contact us if you would like to discuss representation in private companies limited by shares in more detail.
The legal assistance provided by the law firm includes, in particular, drafting articles of association, representing the client before a notary public, handling the process of entering of the company in the register of entrepreneurs. At the client’s request, we introduce amendments to the articles of association or changes in the composition of the management board. We also provide support in all transactions involving transfer of shares in the company or an increase in the share capital.
Contact us for more information about private companies limited by shares in Poland, the rules of investing in Poland through such company or opening a business in Poland.