Corporate structure of Limited Liability Company in Poland

Polish Limited Liability Company (pl: “spółka z ograniczoną odpowiedzialnością”) is corporate entity with personal and capital structure. It has legal personality, acts only on its behalf and bears responsibility only with its assets for obligations.  Limited Liability Company is independent legal entity separate from owners.

Generally, the corporate structure of Polish Limited Liability Company and its operational is two-level. As the rule, the are two obligatory bodies of Limited Liability Company in Poland:

  1. the Management Board
  2. the Shareholders Meeting

Management Board of Polish Limited Liability Company

Composition of the Management Board in Polish Limited Liability Company:

  1. the Management Board may be single or multi-person (President of the Management Board and Vice Presidents or Members of the Management Board)
  2. the Managemant Board may consist of shareholders or other persons
  3. a member of the Management Board is appointed and dismissed by a resolution of the Shareholders Meeting, unless the Articles of Association provides otherwise
  4. the appointment to the Management Board should be notified to the National Court Register (pl: “KRS”) within 7 days of the date of appointment

Competences of the Management Board of Limited Liability Company in Poland

The Management Board handles the Company’s affairs and represents the Company in all activities related to the running of the Company, except activities reserved by for competencies of the Shareholders Meeting.

Where the Management Board consists of more members than one, the manner of representing the company shall be determined in the Articles of Association. In the absence of any provisions in this matter in the Articles of Association, statements shall be made in the name of the company by two members of the management board acting jointly, or by one management board member acting jointly with the procurator.

The Shareholders Meeting of Polish Limited Liability Company

The Shareholders Meeting of Limited Liability Company in Poland is a legislative body that carries out part of the company’s decision, but has no competence to represent company.

There can be can be distinguished two categories of the Shareholders Meeting:

  • the Ordinary Shareholders Meeting
  • the Extraordinary Shareholders Meeting

The Ordinary Shareholders Meeting
There are two factors that determines the Ordinary Shareholders Meeting: the time and the subject matter of the Shareholders Meeting.

Ordinary Shareholders Meeting have to be held no later than 6 months after the end of each financial year.

On the other hand, the following matters shall come before the Ordinary Shareholders Meeting:

  1. consideration and approval of the Management Board reports on the company’s operations and of the financial statement for the preceding financial year
  2. granting Company bodies exoneration from carrying out their duties in the preceding financial year
  3. adoption a resolution on the distribution of profit or loss coverage

Above mentioned resolutions are reserved only for the Ordinary Shareholders Meeting, however it can adapt also additional facultative matters.

The Extraordinary Shareholder Meeting

– is any meeting of shareholders that is not the Odinary Shareholders Meeting

Convening of the Shareholder Meeting

The Shareholder Meeting of Limited Liability Company may be convened by:

  • registered letters or parcels sent by courier, whereas the notification has to be sent no later than two weeks before the date of the meeting of shareholders
  • e-mail, if the shareholder has previously expressed his consent in writing, giving the address to which the notification should be sent

The invitation to attend shall state the date, time and venue of the meeting of shareholders and a detailed agenda. No resolution shall be adopted on a matter not included in the agenda, unless all shareholders are present at the meeting and none of present have objected to adopting the resolution.

Voting at the Shareholders Meeting

Shares of equal nominal value shall carry one vote each, unless the Articles of Association otherwise stipulates.

  • shares of different value shall carry one vote per each PLN 10 worth of nominal value of a share
  • resolutions are adopted by an absolute majority of votes, unless Artilces of Association otherwise stipulates

As the rule voting at the Shareholder Meeting is open. Secret voting shall be ordered on elections and on motions for recalling members of the company’s bodies and liquidators, for proceeding against them, as well as on personal matters. Furthermore, secret voting shall be ordered should at least one shareholder present or represented at the meeting of shareholders so require.

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