Spółka z ograniczoną odpowiedzialnością
Spółka z ograniczoną odpowiedzialnością (literally: 'limited liability company'), abbreviated sp. z oo is the Polish name of the legal form of limited liability company in Poland . The Sp. Z oo isvery similar tothe German GmbH .
history
In 1934 Sp. Z oo was codified for the first time in the Polish Commercial Code. During the period of socialism, however, these regulations lost much of their importance. In 2000 a new law on trading companies ( Kodeks spółek handlowych - KSH ) was passed. In 2003 an amendment to the KSH was issued to implement European requirements.
Foundation of a Polish GmbH
A Polish limited liability company can be established by one or more (natural or legal) persons for any legally permissible purpose. However, the Sp. Z oo may not be founded exclusively by another one-man company with limited liability (Art. 151 § 2 KSH). Foreign legal or private persons can also be shareholders of Sp. Z oo.
As in the German law of the GmbH, the shareholders of the Sp. Z oo are not liable for the company's liabilities. The liability is on the assets restricted society.
Share capital
The share capital of Sp. Z oo is divided into shares of equal or unequal nominal value and must amount to at least 5,000 złoty (around 1,200.00 EUR).
The partnership agreement can stipulate that a partner may own one or more shares (Art. 152 KSH). If a partner is allowed to own several shares, all shares in the share capital must be equal and indivisible (Art. 153 KSH). There is no limit to the number of shareholders.
Foreign companies
Limited liability companies that have their headquarters abroad can set up branches or representations in Poland.
One-man society
In a one-man society , the sole shareholder exercises all the powers that are due to the shareholders' meeting. The regulations on the shareholders' meeting are to be applied accordingly.
Partnership agreement
The contract of a Sp. Z oo must contain the following points:
- Company name and seat of the company
- The subject of the company's activity
- The amount of the share capital
- The indication of whether a partner may take over one or more shares
- The number and the nominal value of the shares that will be taken over by the individual shareholders
- Duration of the company, if this is determined
- The articles of association must be notarized.
Contributions in kind
In Polish law, too, it is possible to make the capital contribution not in cash (so-called cash contribution), but in another way (so-called contribution in kind , in Poland “apport”).
If the contribution is to be made in full or in part in the form of a contribution in kind (apport) for the purpose of covering the share, the articles of association must contain precisely the object of this contribution, the person of the partner who brings in the apport and the number and nominal value of the shares taken over for it are executed. The object of the contribution remains at the exclusive disposal of the shareholders' board.
Company in formation
With the conclusion of the notarial articles of association for a Sp. Z oo , a company is being established analogous to German law.
The Sp. Z oo in formation is represented by the board of directors or by a proxy appointed unanimously by resolution of the shareholders.
A special feature applies to the one-man company being founded. Here the (sole) partner has no right to represent the company. Of course, this does not apply to the registration of the company at the registry court.
Establishment
The following are required for the establishment: The conclusion of a partnership agreement:
- The contribution of contributions by the shareholders to cover the entire share capital and, if a share is taken over for a price that is higher than the nominal value, also the contribution of the surplus
- The appointment of the company's board of directors
- The appointment of the supervisory board or the audit commission, if required by law or the shareholders
- Entry in the Polish Commercial Register (KRS)
registration
The board of directors of Sp. Z oo registers the establishment of the company for entry in the register at the registry court responsible for the company's registered office. All board members sign the application for registration of the company in the registry court. The company will be dissolved due to statutory provisions if it is not registered within 6 months of the conclusion of the articles of association. All contributions must have been made in full before registration.
The company must be entered in the register by the registry court. The registry court cannot refuse entry because of minor errors which do not affect the interests of the company or the interests of the public and which cannot be eliminated without incurring considerable costs.
Unlike in the German-speaking countries, even if the word spółka (company) is already part of the company , the entire legal form must be appended to this unchanged (Art. 160 § 1 KSH), so constructs such as XY Spółka Węglowa sp. z oo (XY Kohlengesellschaft GmbH).
Board Liability
The board members are personally liable to the creditors for bad debts of the company (Art. 299 § 1 KSH). Liability does not apply if you can prove that you have initiated insolvency proceedings in good time or that you have not done so through no fault of your own or without any disadvantages for the respective creditor (Art. 299 § 2 KSH). The difference compared to the German regulation in Section 64 (2) GmbHG lies primarily in the fact that, under Polish law, it is not the entirety of the creditors (namely the bankruptcy estate) that benefits if a board member (managing director) can be prosecuted in this way, but the individual Believer who, however, has to take action himself.
