Corporate Law at Poland
Sure! Here's a detailed overview of Corporate Law in Poland:
Corporate Law in Poland
1. Legal Framework
The main legal acts governing corporate law in Poland include:
The Commercial Companies Code (Kodeks spółek handlowych) — the primary legislation regulating companies.
Other relevant laws include the Civil Code, Tax Code, and the Act on Public Offering (for listed companies).
Polish law is influenced by EU regulations, since Poland is an EU member.
2. Types of Business Entities
Poland recognizes several types of business entities, the most common being:
a. Limited Liability Company (Spółka z ograniczoną odpowiedzialnością, Sp. z o.o.)
The most popular form of company in Poland.
Shareholders' liability is limited to their contributions.
Minimum share capital: PLN 5,000 (~€1,100).
Can be established by one or more persons (natural or legal).
Managed by a management board (zarząd).
Suitable for small and medium-sized businesses.
b. Joint-stock Company (Spółka Akcyjna, S.A.)
Typically used for larger enterprises.
Minimum share capital: PLN 100,000 (~€22,000).
Shares can be publicly traded (listed on the stock exchange).
Has a two-tier governance system: Management Board and Supervisory Board.
Subject to stricter disclosure and corporate governance rules.
c. Partnerships
General Partnership (spółka jawna)
Limited Partnership (spółka komandytowa)
Limited Joint-Stock Partnership (spółka komandytowo-akcyjna)
Partnerships generally have less formal requirements but partners may have unlimited liability depending on type.
3. Company Formation Process
Drafting and notarizing articles of association.
Registration in the National Court Register (KRS).
Registration with the Tax Office (NIP), Statistical Office (REGON), and Social Security Institution (ZUS).
Online registration is possible for limited liability companies.
4. Corporate Governance
Limited liability companies are governed by the shareholders’ meeting and management board.
Joint-stock companies have more complex governance involving supervisory boards.
Polish corporate law imposes fiduciary duties on board members and requires financial reporting and auditing.
5. Capital Requirements and Shares
Share capital requirements vary by entity type.
Shares in Sp. z o.o. cannot be publicly traded.
S.A. shares can be freely transferred and traded publicly.
Capital contributions can be in cash or in-kind.
6. Mergers, Acquisitions, and Restructuring
Governed by provisions in the Commercial Companies Code.
Includes mergers, divisions, transformations, and liquidation.
Cross-border mergers are allowed under EU regulations.
7. Taxation
Corporate income tax (CIT) rate: 19% standard, 9% reduced for small taxpayers.
Dividend distributions may be subject to withholding tax.
Poland has a broad network of tax treaties.
8. Compliance and Reporting
Companies must keep accounting records according to Polish Accounting Act.
Annual financial statements must be prepared and submitted to KRS.
Public companies must comply with securities regulations and disclosure requirements.
Summary
| Feature | Details |
|---|---|
| Popular entity type | Limited Liability Company (Sp. z o.o.) |
| Minimum capital (Sp. z o.o.) | PLN 5,000 (~€1,100) |
| Governance | Management board, shareholders' meeting |
| Corporate tax rate | 19% (standard), 9% (small taxpayers) |
| Registration authority | National Court Register (KRS) |
| EU Influence | Strong; EU company law applicable |
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