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Limited Liability Company

The Limited Liability Company (Sp. z o.o.) is the most popular form of company in Poland. Establishment of the Limited Liability Company requires the appointment of at least one board member and at least one shareholder. A shareholder and a member of the board / CEO may be the same person.

Running a business in the form of Limited Liability Company is much safer than acting as an individual entrepreneur. This is due to the fact that the shareholders of the limited liability company are not liable for the obligations of the company. Liquidation of the Company or bankruptcy is not a threat to the personal assets of the shareholders. This is different from the case when a person is running a business as an individual entrepreneur or as a partner in a civil law partnership or general partnership, who is responsible for the obligations of the business with all his property.


The board manages the affairs of the company and represents it to the third parties. Acting as a member of the board, means not only entitlements, but also responsibilities and certain risks. The board is appointed and dismissed by the shareholders meeting. Management board one or more members. Only a natural person may be a member of the board. In the case of a one-man board, the member / chairman of the board and shareholder may be the same person.


The shareholders are the owners of LLC. A limited liability company may have one or several partners. A partner may be an individual or another entity (eg. another company). The shareholders are not entitled to represent or manage the company. On the other hand, they are not liable for the company's obligations towards third parties. They are only required to make contributions to share capital.


The share capital of a limited liability company amounts to at least five thousand PLN. Share capital is divided into shares with a nominal value of not less than PLN 50. Shares are held by shareholders. Equity of shares imply shareholder rights such as the right to appoint and dismiss board members, the right to profit (dividends) and others. Shares are transferable


A limited liability company may be created for any purpose legally permissible. Generally, starting a business does not require additional permits. However some certain types of activity might be required to issue concessions, licenses or permits (eg licenses for national road passenger transport) or to obtain an entry in the relevant register (eg register for batteries and accumulators). Therefore, taking a certain type of business is worth consulting with a professional.