Management board of the llc company

The management board conducts the company’s affairs and represents the company. It may consist of one or more persons. Members of the board may be appointed from among the shareholders or from outside their group. Board members are appointed and dismissed by the shareholders’ meeting unless the articles of association provide otherwise. A shareholders’ resolution or the articles may set requirements for candidates. It is also possible for the supervisory board to appoint board members after a qualification procedure.

Term of office of a board member

The mandate of a board member expires on the day the shareholders’ meeting approves the financial statements for the first full financial year of service, unless the articles provide otherwise. For terms longer than one year, the mandate expires upon approval of the financial statements for the last year of the term. The mandate also expires upon death, resignation or dismissal. A resignation becomes effective after convening the shareholders’ meeting if no board member would remain in office.

Dismissal and remuneration of the board

A board member may be dismissed at any time. Dismissal does not deprive them of claims arising from their contract. The articles may limit dismissal to important reasons. A former board member must provide explanations regarding the period of their service. The remuneration of board members may be determined by a shareholders’ resolution, including rules for additional benefits.

Powers of the board

A board member has the right to manage all company matters and represent the company. Limitations on representation cannot be invoked against third parties. In a multi‑member board, the method of representation is defined in the articles. If there are no provisions, two board members act jointly or one together with a commercial proxy.

Company documents

Company documents must include the company’s name, registered office, address, registration number, tax identification number and the amount of share capital. Companies formed using a template must indicate whether contributions have been made. This obligation also applies to branches of foreign companies.

Internal rules of the board

Board members are subject to limitations arising from the law, the articles and shareholders’ resolutions. Each board member has the right and duty to manage the company’s affairs. They may independently handle matters of ordinary management unless another member objects. Board resolutions are adopted by majority vote. Meetings may be held remotely and resolutions may be adopted in writing. Appointing a commercial proxy requires unanimous consent of all board members.

Minutes and conflicts of interest

Board resolutions must be recorded in minutes. The minutes include the agenda, list of attendees and voting results. A board member must disclose any conflict of interest and refrain from participating in the matter. They may request that the conflict be noted in the minutes.

Duty of loyalty and non‑competition

A board member must act with due professional care and loyalty toward the company. They may not disclose company secrets even after their mandate expires. Without the company’s consent, they may not engage in competing activities or participate in the governing bodies of competing entities.

Agreements with board members

In agreements between the company and a board member, the company is represented by the supervisory board or an attorney appointed by the shareholders. If the sole shareholder is also the sole board member, the legal act requires the form of a notarial deed.

Shareholders’ right of control

Every shareholder has the right to control the company. They may inspect books and documents and request explanations. The board may refuse if there is a justified concern that the shareholder may harm the company. The shareholder may request a shareholders’ resolution or apply to the registry court.

Supervisory board and audit committee

The articles may establish a supervisory board or an audit committee. In companies with share capital exceeding 500,000 zlotys and more than twenty‑five shareholders, one of these bodies is mandatory. Board members and persons reporting directly to them may not serve on supervisory bodies.

Duties of the supervisory board

The supervisory board exercises ongoing supervision over the company’s activities. It evaluates financial statements, management proposals and prepares annual reports. It may examine documents, request information and conduct inspections.

Committees and advisers of the supervisory board

The supervisory board may appoint a committee. It may also select an adviser to examine specific matters at the company’s expense. The adviser must maintain confidentiality.

Extended powers of the supervisory board

The articles may extend the supervisory board’s powers, including requiring its consent for certain actions of the board or granting it the right to suspend board members.

Audit committee

The audit committee evaluates financial statements and management proposals and submits an annual report to the shareholders. In companies without a supervisory board, its duties may be expanded.

Shareholders’ meeting

Shareholders’ resolutions are adopted at the shareholders’ meeting. They may also be adopted without a meeting if all shareholders agree in writing. The meeting approves reports, grants discharge, decides on the disposal of the enterprise, real estate, return of additional payments and other matters specified by law.

Actions requiring resolutions

A contract for the acquisition of real estate or fixed assets exceeding one‑quarter of the share capital requires a shareholders’ resolution if concluded within two years of registration. Disposing of rights or incurring obligations exceeding twice the share capital also requires a resolution.

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