Limited liability company in Poland

A limited liability company may be established by one or more persons. It may be created for any purpose permitted by law. The shareholders are obliged only to the contributions specified in the articles of association. They do not bear liability for the company’s obligations. The company cannot be formed solely by another single‑member limited liability company.

Share capital and shares

The share capital is divided into shares of equal or unequal nominal value. The articles of association specify whether a shareholder may hold one or several shares. If a shareholder may hold multiple shares, all shares must be equal and indivisible. The share capital cannot be lower than five thousand zlotys. The nominal value of a share cannot be lower than fifty zlotys. Shares cannot be taken up below their nominal value.

Branches of foreign companies

Limited liability companies with their registered office abroad may establish branches or representative offices in Poland. The rules for establishing such branches are set out in separate regulations.

Rights of the sole shareholder

In a single‑member company, the sole shareholder exercises all rights of the shareholders’ meeting. The provisions on the shareholders’ meeting apply accordingly.

Company agreement

The company agreement must specify the company’s name, registered office and business activity. It must indicate the amount of share capital and the number and nominal value of shares taken up by each shareholder. It must also state whether a shareholder may hold more than one share. The agreement must be executed in the form of a notarial deed.

Agreement using a template

The agreement may be concluded using a standard template. This requires completing an electronic form and signing it with an electronic signature. The agreement is concluded once all required data is entered and electronically signed. The Minister of Justice defines the templates for agreements and resolutions.

Contributions to the company

If a contribution is non‑monetary, the agreement must precisely describe its subject and value. In a company formed using a template, the share capital may be covered only with monetary contributions. Contributions must be made within seven days of registration. Remuneration for services related to the formation of the company cannot be paid from the share capital. The contributed assets remain at the disposal of the management board.

Special benefits and obligations

If a shareholder is to receive special benefits or if additional obligations are to be imposed on shareholders, these must be precisely described in the agreement. Otherwise, they are ineffective toward the company.

Company name

The company name may be chosen freely. It must include the designation “limited liability company”. The abbreviations “spółka z o.o.” or “sp. z o.o.” may be used.

Company in organization

Upon conclusion of the agreement, the company in organization is formed. It is represented by the management board or by an attorney appointed unanimously by the shareholders. Amending the agreement of a company in organization requires concluding a new agreement, unless the company was formed using a template.

Electronic settlements

A company in organization enables payment for shares via an online payment transaction. Proof of payment is submitted electronically.

Representation of a single‑member company in organization

The sole shareholder may not represent the company in organization. The only exception is filing the company for registration.

Conditions for formation of the company

To form a limited liability company, the agreement must be concluded, contributions must be made, the management board must be appointed and, if required, a supervisory board or audit committee must be established. The final step is registration.

Registration application

The management board files the company for registration with the competent court. The application must be signed by all board members. The court cannot refuse registration due to minor defects that do not harm the company or the public interest.

Deficiencies in the application

If the application contains deficiencies, the court sets a deadline for their correction. Failure to correct them results in refusal of registration.

Elements of the registration application

The application must include the company’s name, registered office and address. It must specify the business activity, share capital and details of the management board members. If non‑monetary contributions are made, this must be indicated. In a single‑member company, the application must include the details of the sole shareholder.

Attachments to the application

The application must include the company agreement, a statement confirming that contributions have been made and a list of shareholders. In companies formed using a template, documents are submitted electronically.

Change of data

Any changes to the data disclosed in the register must be reported by the management board.

Dissolution of the agreement

If the company is not filed for registration within six months, the agreement is dissolved. In companies formed using a template, the deadline is seven days.

Liquidation of a company in organization

If the company is not registered and cannot return contributions or satisfy creditors, the management board conducts liquidation. The liquidators announce the opening of liquidation and call creditors to submit claims. The company in organization is dissolved upon approval of the liquidation report.

Remedial proceedings

If deficiencies are found after registration, the court calls the company to correct them. If the company fails to comply, the court may impose fines.

Declarations of the sole shareholder

If all shares belong to one shareholder, their declarations made to the company must be in writing. This requirement ensures legal certainty.

Polish commercial companies   Partnerships in Poland   Polish capital companies   Group of companies   General partnership in Poland
Professional partnership in Poland   Limited partnership in Poland   Limited joint-stock partnership in Poland   Limited liability company in Poland
Shareholders on a limited liability company in Poland   Management board of the llc company   Amendment of the company agreement
Simple joint-stock company in Poland   Shareholders’ rights in simple joint‑stock company   Management in a simple joint-stock company
Shares of simple joint-stock company   Establishing a joint-stock company   Rights and obligations shareholders of a joint-stock company
Management board of a joint-stock company   Supervisory board of a joint-stock company   General meeting in a joint‑stock company