Share capital of Limited Liability Company in Poland.
From the very beginning it has to be outlined that Polish Limited Liability Company (Pl: “Spółka z ograniczoną odpowiedzialnością) is commercial entity with a capital character. In contrast to the Partnership, the main emphasis in LLC is on capital, not on persons of shareholders. The whole nature of Polish LLC, its corporate structure, accountancy regulations indicate that capital is the first pillar.
The assets of the Limited Liability Company in Poland are:
- all property contributed as a share capital by shareholders (share capital); and
- everything acquired by the company during its existence
Polish Limited Liability Company’s assets are separate from the shareholders’ assets – there is no any co-ownership of the shareholders.
Contribution to Polish LLC
In general, contribution has to be defined as asset which presents certain value. In exchange of contribution shareholders acquire shares in LLC in Poland.
The contribution to Limited Liability Company in Poland may take form of:
- non-monetary contribution
Cash contributions are fully acceptable and may be provided by shareholders without any limitations to Polish LLC. Cash contribution may be transferred by transferring ownership of cash to company’s deposit or via bank transfer.
On the other hand, not every non-monetary asset may be constituted as contribution to LLC in Poland. The Polish Supreme Court outlined that:
non-monetary asset (property and rights) may be contribution to the Limited Liability Company in Poland if its transferable and that if it may be indicated in the company’s balance sheet as asset.
Moreover, non-monetary has to be described in detail in Articles of Association of the company, indicating the person contributing the asset and the number of shares granted for this contribution. It has to be also outlined that under Polish Companies Code subject of the contribution to Limited Liability Company in Poland can not be non-transferable right or the provision of work or services.
Share capital of LLC in Poland
Everything that has been said before naturally refers to LLC’s in Poland assets as general. However, Polish LLC’s assets is not the same as share capital. Share capital should be understood on the one hand as the original founding fund, which creates the sum of contributions contributed to the company by shareholders. Therefore, it is primal company’s asset. On the other hand, in exchange for the contributions, the shareholders receive shares in the company’s share capital.
Therefore, the share capital is a digitally defined monetary value being the sum of shareholders’ shares.
The share capital must be therefore distinguished from the company’s assets, as this second value is constantly changing.
The minimum amount of the Limited Liability Company in Poland share capital is PLN 5.000.
As it was mentioned earlier, there is no obligation to transfer of this amount to company’s bank account. It can be transferred to LLC’s deposit. This means that statement of the Management Board, that share capital has been paid up in full is enough for the registration of the company in Poland.
Summarize, there can be recognized 3 basic functions of share capital in Polish LLC:
- Legal – the share capital, constituting the sum of shares of all shareholders, gives them the legal basis for participation in the company and determines the scope of their rights;
- Economic – as it reflects the initial assets of the company, which is the basis for starting its business activity;
- Guarantee – as it guarantees that the company has a certain property that is the basis for satisfying the creditors.