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Polish Company Law

Polish Company Law (Kodeks Spolek Handlowych) provides two types of companies with limited liability: Limited Liability Company (spolka z ograniczona odpowiedzialnoscia) and Public Limited Company (Spolka Akcyjna).
Both companies have separate legal personality from the shareholders (owners).
There is a requirement of minimum share/stock capital. The former requires at least 5.000 PLN (1250 EUR; 1500 USD) and it has to be paid up before the registration in the House of Commerce (Krajowy Rejestr S?dowy - KRS).
The minimum stock capital of Public Limited Company is 100.000 PLN (25.000 EURO; 33.000 USD) and it can be paid up in 1 year period since incorporation. However at least one forth of the stock capital has to be paid up before registration in the Company House.
Registration costs are as follows:

Minimum share capital Ltd.: 5 000 zl $ 1 724 1 250 EUR


Minimum share capital Plc.: 100 000 zl $ 34 482 25 000 EUR
Notary public fees: 300 zl $ 103 75 EUR
Court registration fee: 1 000 zl $ 344 250 EUR
Publication fee: 500 zl $ 172 125 EUR
Other fees: 200 zl $ 68 50 EUR

The form of Limited Liability Company is the most popular amongst polish businesses.
This is due to the fact that this form of is flexible.
It can be set up even by one natural person.
There is not maximum number shareholders.
Nevertheless the flexibility, loosen formalities cause that Ltd.'s cannot lead activites on certain fields like banking or insurances.
They also cannot offer shares to the public, which of course does not mean they cannot be sold on the free market.

The Ltd. company has the have a registered office in Poland.
The incorporation and registration process takes around three weeks time.

There are generally no restrictions with regards to the incorporation or purchase of the companies by the foreign natural persons as well as legal persons.

Recently Polish The Commission on Civil Law Codification drafter a bill on amendment of Polish Company Law (Kodeks Spolek Handlowych) introducing to Polish Company Law System - Ltd. companies without minimum share capital level and very interesting concept of Ltd. Company with no share . The bill still has to go throw the Parliamentary process.

Prepared by: Michal Dudkowiak (mgr., apl. adw., DipLaw)
Dudkowiak Kopec Business Lawyers - Poland.
A: ul. Sobieskiego 2/3 65-071 Zielona Go'ra
T: +48 68 325 35 17
F: +48 68 325 37 49
E: michal@dudkowiak.com
I: www.dudkowiak.com

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