Establishment of a limited liability company

Establishment of a limited liability company is a multifaceted task, requiring not only knowledge of the law, but also of the tax rules relating to its operation. It is therefore worth seeking the assistance of qualified lawyers specialising in company law i tax law. This will ensure that the entire process of establishing a limited liability company is carried out in a comprehensive manner.

A limited liability company is one of the most popular forms of business. It is often chosen because of the benefits that are associated with its operation. The most important of these is the lack of liability of the partners for the obligations of the company, which is a separate legal entity with legal personality and is itself liable for its obligations. The partners are only obliged to provide the services specified in the articles of association.

Limited liability company It may be formed by one or more persons. The legislation only excludes the possibility of its incorporation by another single-member limited liability company.

In order for a limited liability company to be formed, the following process must be followed.

A limited liability company contract is concluded in the form of a notarial deed. To be valid it should contain the following elements:

When a limited liability company contract is concluded, a limited liability company in organisation is created.

In exchange for the payment of contributions to cover the share capital, shares are taken up by the shareholders. The cash contribution may be made in Polish zloty as well as in a foreign currency, except that it must then be converted into PLN.
It is also possible to make a contribution in kind (so-called in-kind contribution), the object of which may be property rights and rights in rem.

It cannot, however, be the provision of labour, which is permissible in the case of partnerships.

The objects of the in-kind contribution may therefore include, inter alia:

The board of directors should be appointed before registration, as it is the board that represents the limited liability company in organisation. The appointment of the board of directors consists of appointing specific persons to this body. It may consist of a single person or be a collegial body. Its appointment is made in accordance with the provisions of the company's articles of association, and it may only be composed of natural persons. The function of the board of directors is to manage the affairs of the company and to represent it.

A supervisory board or an audit committee must be appointed in companies where the share capital is higher than PLN 500,000 and the number of shareholders exceeds twenty-five. In other cases, it is only necessary if the articles of association so provide.

Limited liability company It comes into being when it is entered in the register. It also acquires legal personality on that date. The entry includes all data concerning the company resulting from the filed documents.

When drafting the limited liability company contract. should be forward-looking and partly abstract. The content of the articles of association should regulate all aspects of its operation and organisation as comprehensively as possible. It is also important to draw up the correct documentation necessary for its registration with the National Court Register, which you can read more about in the article How to register a company.

Firstly, assistance under the supervision of a competent lawyer will ensure that the entire process of establishing a limited liability company will go smoothly and without formal lapses.

Services provided include:

Completing the formalities gives you a good start - without unnecessary complications and misunderstandings. It is worth ensuring it - for your own peace of mind and the success of your business.