Poland: Types of Company
Business structures used in Poland include the Registered Parternership, the Limited Partnership, the Sole Proprietorship, the Joint Stock Company, and the Limited Liability Company, with the latter two forms being the most commonly used. Cooperatives, Civil Partnerships and Foundations are also sometimes used, as are Branches and Representative Offices of foreign enterprises.
With regard to Joint Stock Companies and Limited Liability Companies, the initial requirements are generally that Articles of Association are drawn up, that the required share payments are made (see below), that the management and supervisory boards are established in line with the law governing the company type in question (again, further information on this below), and that the company is registered with the National Court Registry (or other body, as appropriate), and the National Statistics Office, and for tax and national insurance purposes with the relevant authorities.
The information required to be contained in the Articles of Association and on registration is fairly comprehensive, and relates to the name, purpose, duration, share capital, founders, and supervisory structures being put in place, among other matters.
With regard to the Joint Stock Company (Spólka akcyjna SA), there is a minimum capital requirement on start-up of PLN100,000 (at the time of writing) - 25% of this amount must be paid prior to registration.
Other requirements relating to the creation of a Joint Stock Company include the appointment of a supervisory board comprising at least three members, and the maintenance of a reserve capital level of 8% of annual net profits (until a threshold of one-third of share capital is reached).
For Limited Liability Companies, the minimum capital requirement is significantly lower, at PLN5,000, and the restrictions regarding shareholders are similar to those for Joint Stock Companies, in that neither may be established by a single shareholder Limited Liability Company. A three member supervisory board is required if share capital exceeds PLN500,000, and there are more than 25 shareholders.