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Shareholders of a Limited Liability Company in Poland

Shareholders of a Limited Liability Company in Poland

The limited liability company is the most common type of legal entity in Poland. It can be established for any kind of activity and its shareholders are only liable according to the amount of share capital invested in the company.

Establish a Polish limited liability company

The minimum share capital for a Polish limited liability company is 5,000 PLN (approximately 1,200 euros in August 2014). A limited liability company can be incorporated by one or more individuals. The company must employ the services of Polish accountants and is subject to corporate income tax.

Investors that open businesses in Poland choose the limited liability company because of the security provided in case of bankruptcy and the various methods the founders have for controlling the company. It is one of the most flexible forms of legal entities and this is due to the fact that the number of shares can be increased in order to acquire new capital.

Shareholders of a Polish limited liability company

Unless the Company’s Articles of Association specify otherwise, all shareholders in a Polish limited liability company have equal rights and obligations. All Polish companies must have a management board and limited liability companies must have a supervisory board if their share capital exceeds 500,000 PLN and the company has more than 25 shareholders.

For companies that have supervisory boards, the Articles of Association may exclude or limit the individual control of shareholders. Each shareholder may exercise the right to supervise the company of the company does not have a supervisory board.

One of the rights of Polish shareholders is to inspect the books and documents of the company. The shareholder, together with a Polish accountant may request a balance sheet from the management board for his or her personal use. However, the management board may refuse to issue such documents if they believe that the shareholder might be using the documents for purposes that do not observe the best interest of the company.

Our lawyers in Poland can help you exercise your rights as a shareholder and initiate legal procedures to resolve certain demands.

If you would like to know more about the duties of shareholders, or other issues related to company management in Poland, our local team of lawyers can answer any business questions. Our lawyers in Warsaw have extensive experience in working with foreign clients, including the foreign shareholders of Polish companies. You can reach out to us for business matters, as well as those related to real estate, employment, or others. 

Shareholder’s agreements in Poland

In Poland, company shareholders may conclude separate agreements from the articles of association or other constitutional documents. Though these types of Polish agreements concluded specifically by and for shareholders are not very common in Poland, they are used to regulate certain specific matters.

Because the company’s Articles of Association are public documents, shareholder’s agreements may be concluded in order to keep certain matters confidential. Typical matters included in such agreements are: the performance of voting rights, dividend payment rules, rules for increasing the share capital, privileges for particular shareholders in certain shares, and many others. 

Our Polish lawyers can help you draw up special shareholder’s agreements. Please contact us for more information.