Shareholders on a limited liability company in Poland

Shareholders of a limited liability company generally have equal rights and obligations. The articles of association may, however, provide for preferential shares. Such privileges may concern voting rights, the right to dividends or participation in the distribution of assets upon liquidation. Voting privileges may apply only to shares of equal nominal value and may not exceed three votes per share. Dividend privileges may not violate the rules on profit distribution. The articles may make special rights conditional on additional contributions, the passage of time or fulfilment of a condition. No bearer documents or registered or order documents may be issued for shares or profit rights.

Revaluation of non‑cash contributions

If the value of a non‑cash contribution has been significantly overstated, the shareholder who made the contribution and the management board members who, knowing this, filed the company for registration are jointly liable to compensate the missing value. They cannot be released from this liability. This protects the company from the effects of dishonest or inaccurate valuations.

Recurring non‑cash services

If a shareholder is to perform recurring non‑cash services, the articles must specify their type and scope. The shareholder receives remuneration even if the company does not generate profit. The remuneration may not exceed market rates. In such cases, the transfer of a share or part of a share requires the company’s consent unless the articles provide otherwise.

Additional payments by shareholders

The articles may require shareholders to make additional payments. These payments must be imposed and made proportionally. Their amount and deadlines are determined by a shareholders’ resolution. A shareholder who delays payment owes statutory interest and may be liable for damages. Additional payments may be refunded if they are not needed to cover losses. Refunds must be made after public notice and distributed equally. Refunded payments are not considered when imposing new ones.

Transfer of shares

The transfer of a share or part of a share requires written form with notarised signatures. In companies formed using a template, the transfer may be made electronically. The articles may restrict transfers or make them subject to the company’s consent. If consent is refused, the court may authorise the transfer for important reasons. The company may indicate another buyer, and the court determines the price. Offers to acquire shares may not be addressed to an unspecified audience or advertised.

Inheritance and spouse’s rights

The articles may limit or exclude the entry of heirs into the company. They must specify the rules for settling with heirs who do not join. The articles may also restrict the division of shares among heirs. A shareholder holding a single share may pass it to heirs unless the articles restrict this. The articles may also limit the entry of a shareholder’s spouse when shares are part of marital property.

Co‑owners of shares

Co‑owners exercise their rights through a joint representative. They are jointly and severally liable for obligations related to the share. If they do not appoint a representative, the company may address statements to any of them.

Enforcement against shares

If a share is to be sold in enforcement proceedings and its transfer is restricted, the company may indicate a buyer. The price is set by the court after consulting an expert. If the company does not request valuation or the indicated buyer does not pay, the share is sold under enforcement rules. These principles also apply to parts of shares.

Liability of the purchaser

A purchaser of a share is jointly liable with the seller for outstanding obligations related to the share. Claims against the seller become time‑barred three years after the company is notified of the transfer.

Notification of share transfer

A transfer of a share or establishment of a pledge is effective against the company once it is notified and evidence is provided. The articles may allow a pledgee or usufructuary to exercise voting rights.

Share register

The management board must keep a share register. It records shareholder details, the number and nominal value of shares, encumbrances and changes. Each shareholder may inspect the register. After each change, the board files an updated shareholder list with the registry court.

Prohibition on returning contributions and interest

During the company’s existence, contributions may not be returned to shareholders. Shareholders may not receive payments from assets needed to cover the share capital. They may not receive interest on contributions or shares. This protects the company’s financial stability.

Participation in profit

A shareholder has the right to profit allocated for distribution. The articles may provide a different method of distribution. If they do not, profit is divided proportionally to shares. Profit corresponding to unamortised development costs cannot be distributed unless reserve capital covers that amount.

Dividend and advance payments

The dividend amount may not exceed the profit increased by undistributed profits and reserve funds. Shareholders entitled to the dividend are those holding shares on the day of the resolution or on the dividend date. The dividend is paid on the date set in the resolution. The company may pay an advance on the expected dividend if it has sufficient funds and reported profit in the previous year. Shareholders must return the advance if the company incurs a loss or the profit is lower.

Preferred dividend

A preferred share may entitle the holder to a dividend up to 50% higher than that of ordinary shares. Preferred shares do not have priority in payment unless the articles provide otherwise. The articles must specify the maximum number of years for paying unpaid preferred dividends, not exceeding five years.

Undue dividend

A shareholder who received an unlawful payment must return it. Members of the company’s bodies responsible for the payment are jointly liable. If recovery is impossible, shareholders cover the deficit proportionally. Claims expire after three years, except when the recipient knew the payment was unlawful.

Redemption of shares

A share may be redeemed after the company is registered if the articles allow it. Redemption may be voluntary or compulsory. The resolution must specify the legal basis and remuneration. In compulsory redemption, remuneration cannot be lower than the net asset value per share. Redemption from pure profit does not require reducing share capital.

Prohibition on acquiring own shares

The company may not acquire or take its own shares in pledge except in cases provided by law. Shares acquired in enforcement must be sold within a year or redeemed. Own shares must be shown separately in the balance sheet.

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