Under the Polish Code of Commercial Companies and Partnerships of 15 September 2000 (Dz.U. No 94 item 1037 as amended) – Kodeks Spółek Handlowych z dnia 15 września 2000 r. (Dz.U. Nr 94, poz. 1037 z późn.zm.) spółka z ograniczoną odpowiedzialnością ≈ a private limited company Ltd. (UK) is a legal person. Private limited company may be founded by one or more persons and must be registered in the National Court Register (Krajowy Rejestr Sądowy).
1. Shareholders’ liability.
Shareholders are not personally liable for the company’s obligations.
2. Capital structure.
– The share capital is the sum of shareholders’ contributions.
– The shareholders receive shares in exchange for the contributions.
– The minimum share capital shall be PLN 5 000.
– Capital contributions may be, inter alia, money and property. Inalienable right or performance of work or services may not be capital contributions.
– The entire share capital must be paid before the entry in Commercial Register.
– The share capital is divided into shares. The nominal value of the shares may be equal or unequal. If a shareholder may own more than one share, all shares in the share capital shall have equal value. The minimum nominal value of a share shall be PLN 50.
– The preferred shares may be stated in the company agreement. The preference may be in particular preference in dividends, preference in assets, in the event of liquidation.
3. Company formation.
To the company formation is required:
– conclusion of the company agreement;
– the entire share capital shall be paid by shareholders;
– members of the board of directors shall be appointed;
– supervisory board or audit committee shall be appointed if this is required by the law or company agreement;
– entry in the National Court Register (Krajowy Rejestr Sądowy).
The form of a notarial deed is required for the company agreement.
4. Board of directors.
Board of directors manages and represents the company.
Board of directors shall be composed of one or more members, each of whom shall be a natural person.
The directors are appointed and recalled by the shareholders, unless otherwise provided in the company agreement.
The shareholders and the directors may be the same persons.
5. Supervisory board or audit committee.
Every shareholder has the right to control the company.
Private limited company may have the supervisory board or audit committee but it is not required by the law. Supervisory board or audit committee are mandatory only if the share capital is more than PLN 500 000 and there are more than twenty five shareholders.
Board of directors and supervisory board are two separate boards and roles in those two boards shall not be combined.
6. Meetings of shareholders.
Resolutions shall be passed at the shareholders’ meeting. Shareholders’ resolutions may be passed without holding a meeting if certain conditions are met.
Shareholders’ meetings are called by the board of directors.
Shareholders’ meetings shall be held at the place where the registered office of the company is located or any other place on the territory of the Republic of Poland specified in the company agreement.
Shareholders’ meetings are valid regardless of the number of the shares represented by the shareholders, unless the law or company agreement provide otherwise.
Resolutions shall be passed by an absolute majority of the votes cast, unless the law or company agreement provide otherwise.
There are types of resolutions that require more than half of votes cast to pass, for example resolution on the amendments to the company agreement.
Shareholders may attend and vote at the shareholders’ meetings by the agent, unless the law or company agreement provide otherwise.