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GLOBAL INFO

Poland

COUNTRY:

 

Poland

QUESTION:

 

ANSWER:

 

1.       What are the main company forms in your country?

 

§  Limited liability company (sp. z o.o.)

§  Joint-stock company (S.A.)

§  Limited partnership (sp.k.)

§  Limited joint-stock partnership (S.k.a.)

 

 

2.       Which is the most preferred company form by foreign investors?

 

 

§  Limited liability company (Sp. z o.o.)

 

 

3.       What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

 

The minimum share capital of limited liability company shall amount to at least PLN 5.000 and must be contributed in whole before the registration of the company. The company becomes a legal person upon its registration (incorporation) in the National Court Register.

 

 

 

4.       What are the basic rules of shareholders liability for company debts in this company?

 

 

The shareholders of limited liability company are not liable for the company’s obligations,. The members of the management board may be jointly and severally liable for the company’s obligations when the execution against the company has been proved ineffective.

 

 

5.       What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

 

 

Only natural persons having full legal capacity may be members of the management board.  A person convicted in a final and unappeasable judgment for certain offences cannot be a member of the management board. There is no nationality requirement for managers.

 

 

6.       How long does the registration procedure of this company take?

 

There are two options to establish the limited liability company:

 

§  standard way: 2 - 4 weeks

§  electronic way: 2 - 3 days

The form of the articles of association and other forms are available on-line and shall be authorized using an electronic signature. There is no need to register Company before a notary, but still every change of the articles of association shall be attested by a notary.

 

 

7.       What are the main costs of formation of this company in local currency?

 

Costs of standard incorporation, assuming that the share capital is PLN 5 000 and no unusual events occur:

 

§  PLN 600 – court fee (PLN 500 for entry in register and PLN 100 for announcement in Court and Economic Monitor)

§  approximately PLN 350 – notarial fee for preparing and signing the articles of association

§  PLN 170 – registration as a VAT payer

§  tax on civil law transactions - 0,5% of share capital

§  costs of sworn translation into Polish of documents if needed to registration. 

 

 

8.       What is the average attorney’s fee of the formation of this company in local currency?

 

 

Our fee in case of establishment of a company:

 

§  STANDARD WAY – 1 500 USD

§  ELECTRONIC WAY – 700 USD

 

9.       What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

 

 

Limited liability company is required to keep the accounts in accordance with the Accounting Act. Subsequent to end of financial year, the company must draw up a financial report, All these documents must be submitted to the tax office and register court.

 

 

10.     What are the main auditor requirements?

 

Limited liability company is obliged to appoint auditor, if at least two of the following conditions are met:

 

§  total assets at the end of the financial year amounted to the equivalent to at least EUR  2.5 million in PLN;

§  net revenue from sales of goods and products and financial operations for the year equivalent to at least EUR. 5 million in PLN

§  the average number of people employed  during the year in full-time equivalents of at least 50 persons

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