Joint-stock company
A joint-stock company can be set up by one or more individuals. The only exception is a sole-partner limited liability company.
For a joint-stock company to be established, Articles of Association must be executed in writing and notarised, and then the company has to be entered into the National Court Register (KRS). A minimum share capital of PLN 100 000 is required, and the minimum share value is PLN 0.01. The total share capital of the joint-stock company must be divided into shares of equal face value.
A joint-stock company is liable for the company’s obligations with all of its assets. Shareholders are not held liable for the company’s obligations.
A joint-stock company can only be represented by its management board, which is in charge of the company’s business operations. The management board can be composed of one or more members, both shareholders of the company or out-of-company individuals. Members of the management board are appointed and dismissed by the supervisory board. Each member of the management board can also be dismissed by the general meeting of shareholders.
Limited liability company (sp. z o.o.)
A limited liability company can be set up by one or more individuals with one exception – it cannot be established by another sole-partner limited liability company. A limited liability company requires a notarised agreement and then it must be entered into the National Court Register (KRS). A minimum share capital of PLN 5 000 is required, and the minimum share value is PLN 50.
The company can be represented by the company’s management board, which can be composed of one or more members – partners of the company or out-of-company individuals. Members of the management board are appointed and dismissed based on a resolution of the company’s partners.
The company is liable for the company’s obligations with all of its assets. The company’s partners, except for some exceptional circumstances, are not liable for the company’s obligations. A limited liability company requires a notarised agreement and must be entered into the National Court Register (KRS).
Limited joint-stock partnership
A limited joint-stock partnership is a form of partnership where at least one partner is liable on an unlimited basis (general partner) with all of his/her assets. A general partner can be a natural person or a corporate body. At least one partner must be a shareholder of the partnership. Shareholders are not liable for the partnership’s obligations. The limited joint-stock partnership can be represented by general partners, while shareholders can only represent the partnership as attorneys-in-fact. If a general partner makes a legal transaction without producing his/her power of attorney, he/she is liable for the effects of such transaction towards third parties on an unlimited basis. Also, if a shareholder makes a legal transaction without producing a power of attorney, the shareholder is liable for the effects of such transaction towards third parties on an unlimited basis.
A limited joint-stock partnership requires a notarised agreement and must be entered into the National Court Register (KRS). For the partnership to be established a minimum share capital of PLN 50 000 is required.
Limited partnership
A limited partnership is a form of partnership. At least one partner is liable on an unlimited basis (general partner) with all of his/her assets, and at least one partner is liable on a limited basis (limited partner) up to the limited liability amount. A limited partnership requires a notarised agreement and must be entered into the National Court Register (KRS). No minimum share capital is required.
Only general partners are entitled to represent the limited partnership. A limited partner can only represent the partnership as an attorney-in-fact. If a limited partner makes a legal transaction without producing his/her power of attorney, he/she is liable for the effects of such transaction towards third parties on an unlimited basis.
Professional partnership
A professional partnership is yet another form of partnership with the aim of freelance business operations under one name. A professional partnership can be set up for different freelance operations, unless separate regulations state otherwise. No minimum contribution is required to establish a professional partnership.
A professional partnership agreement must be executed in writing as a notarial deed. Only individuals licensed to perform a given freelance profession can be partners of a professional partnership.
| reelance professions: | ||
|---|---|---|
| Attorney at law | Broker Dealer | Nurse |
| Pharmacist | Investment consultant | Midwife |
| Architect | Accountant | Legal adviser |
| Construction engineer | Physician | Patent attorney |
| Chartered auditor | Dentist | Property valuer |
| Insurance broker | Veterinarian | Certified translator |
| Tax adviser | Notary | |
A professional partnership must be entered into the National Court Register (KRS). Partners are liable neither for any obligations of the partnership resulting from freelance activities of other partners nor for any effects of the actions or omissions of individuals working for the partnership based on an employment contract or otherwise and supervised by another partner when performing services provided by the partnership.
General partnership
A general partnership agreement should be executed in writing or else it is null and void. No minimum contribution is required to establish a general partnership. However, it must be transformed into a general partnership when the net revenue over two consecutive financial years reaches EUR 800 000. The name of a general partnership should include the names of partners or their own businesses as well as the designation “spółka jawna – sp. j.” Each partner is fully entitled to represent the partnership, both before the court and in out-of-court proceedings. All partners are liable with all of their assets for the general partnership’s obligations.
Civil law partnership
A civil law partnership is an agreement between individuals – partners – which requires them to contribute towards achieving a common business goal. Business operations must be carried out in a defined manner. Partners make contributions to the partnership as defined in the civil law partnership agreement, which must be executed in writing. No minimum capital is required to establish a civil law partnership. The contributions made by each partner can include proprietary rights, other rights or services. Each partner is required to have a registered business and is entitled to represent the civil law partnership as well as contract obligations on its behalf. Partners are liable with all of their assets and those of the civil law partnership for any obligations contracted on behalf of the latter.
Pursuant to Article 26 § 4 of the Commercial Partnerships and Companies Code, partners of a civil law partnership are required to transform it into a general partnership when their net revenue over two consecutive financial years reaches EUR 800 000.
Self employement
This is the simplest and at the same time the cheapest type of business establishment in which an entrepreneur carries out operations on his/her own behalf.
Self-employment is the simplest and cheapest type of business establishment operated on one’s own behalf, regardless of the results, on an organised and continued basis. A range of possible economic activities includes manufacturing, construction, trading and service operations, prospecting, identifying and mining mineral deposits, operations based on using products and intangible assets. A self-employed person is liable with all of his/her assets for the obligations contracted as part of his/her business operations.
