Setting up a Limited Liability Company (Sp. z.o.o.) in Poland

The Polish Limited Liability Company is the most popular form of business that foreign investors choose when coming to set up a company in Poland, since it is much more simple to perform activities under the Polish corporate law with a Spolka z ograniczona odpowiedzialnoscia (Polish LLC or Sp.z.o.o.).

Capital

The minimum share capital required for setting up a limited liability company in Poland is 5,000 PLN. This capital is divided in shares with a minimum value of 50 PLN each. Contribution may be in cash or in-kind and it must be deposited before the company’s registration. Assets do not have to be evaluated by an auditor.

Shareholders

As far as the number of shareholders is regarded, a Sp.z.o.o. can be established by one or more individuals or legal persons, but it cannot be set up by another single-owned limited liability company. Partners are liable for the company's debts and obligations only to the limit of their shared values. 

Management

A Board of Directors is compulsory as a management structure if the Polish limited liability company has an initial capital of more than 500,000 PLN and at the same time more than 25 shareholders. The Board of Directors is usually elected by the General meeting, unless the articles of association mention a different type of election. The Directors are elected for a definite or indefinite period. It is mandatory that the Board of Directors is formed by at least three members. If the Sp.z.o.o. is established by only one shareholder, then the same person will form the board. There are no special requirements in terms of nationality or residence of the Directors. However, a member of the Executive Board may not be part of the Board of Directors at the same time. 

Control

A Supervisory Board is optional in a limited liability company in Poland, unless the conditions of having an initial capital of more than 500,000 PLN and at the same time more than 25 shareholders are met. In this case, the auditing committee is compulsory. Every year, the auditors have to evaluate the company if at least two of the following conditions are met: the turnover exceeds 5 million EUR and total assets are more than 2.5 million EUR or there are more than 50 employees in the company.

Other requirements

If the country from where the foreign investor comes requires a formal decision for establishing a limited liability company in Poland, then one of the boards in the company’s management structure has to adopt one. At registration, the deed of association has to be prepared in Polish, so if the shareholders do not know the language, it is necessary to call a translator in order to make matters clear before signing.