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Tag Archives: management board sp. z o.o.

Why you should call the Annu​a​l General Meeting of your Polish company?

Warsaw/ Photo by Karolis Puidokas on Unsplash/

Probably you have heard about the company’s obligation to convene an annual general meeting (ordinary shareholders’ meeting) of the Polish LLC/spółka z ograniczoną odpowiedzialnością. Why is it so important and when you should hold this meeting?


For reminding the company’s structure – check out my previous post: How to start a company in Poland.


First of all – there are two dates that you should remember about. It is on 31 March and 30 June each year. The first date indicates the last day to sign a financial statement for the last fiscal year. From this year (2019) you can sign it only using electronic signature having the appropriate certificate. Due to this special form there is no possibility to make it later (of course if we want to make it correctly).

The second date is 30 June and it is the last day for Annual General Meeting (AGM) but it depends on the fiscal year (it could be indicated otherwise in Articles of Association).

Notice to convene Annual General Meeting

Generally, the Management Board sends invitations to the meeting and should do so at least 2 weeks before the date of the general meeting. The notification indicates the agenda that will be binding during the meeting. It is extremely important that the shareholders are informed about all the required resolutions before the date of the meeting. Some of them are presented below but depending on the case, it is sometimes necessary to adopt additional resolutions i.e. resolution on the continued existence of the company, therefore, most companies are already deciding to use our assistance at this stage to be sure that the meeting will be held properly.

Usually, an invitation to a meeting is sent by registered letter, but for practical reasons, we recommend our clients that the company’s agreement* allows information about the meeting also in electronic form.

*company’s agreement – articles of association

The 4 most important resolutions of AGM in a polish company

  1. The Management Board report on the activities of the company. This resolution is a summary of what has happened in your firm in the last year. From this report, you should find out what is the financial situation of the company, what are the risks and effects of the board’s activities. The resolution with respect to this issue has to be adopted on General/Ordinary Shareholders’ Meeting every year.
  2. Approval of the financial statements of the Company. This is the basic source of information about the financial situation that allows shareholders to decide about new investments, distribution of the profit or even change of the business profile.
  3. Distribution of the company’s profit or loss coverage. Shareholders’ meeting shall decide whether all the profit should be allocated for the dividends or part of the profit spend on a different purpose. Shareholders should also adopt a resolution to cover the loss if it occurred. If the composition of the shareholders could shortly change it is also possible to indicate another dividend payment day. This may result i.e. that dividend will be distributed in a different proportion.
  4. Last resolution concerns granting discharge to the Management Board for performing its duties in the last financial year. This resolution is connected with any liability of the member of the management board against the company. Resolutions are also required for each member of the Board of Supervisors.

All of the resolutions indicated above are required by polish company law, but in some cases, it is needed to adopt other resolutions that are connected with the current situation of the company or specific provisions in articles of association.

How we can help you with the General Meeting?

If for some reason you can not take part in the Ordinary Shareholders’ Meeting personally, you can appoint your proxy. It could be any trusted person or someone from our firm.

We can assist you with preparing the notification, agenda and the project of the Minutes of the AGM of your company as well as be your proxy at the meeting.

Do you know when the term of office of your board ends? We will check it for you and, if necessary, we will prepare all of the documents for new term of office.

Should you have any questions or concerns – let us know by e-mail or telephone. If you prefer contact via Whatsapp or Viber – write to us directly.

How to start a company in Poland?

Photo by Venveo on Unsplash

If you are here, it probably means that you want to explore the Polish market. Between the idea and final decision and before you write to us how to register your company in Poland?– check the information below. This will help you find out what types of companies can be set up by a person who does not have Polish citizenship and what the company’s structure looks like.

Types of companies 

Polish law indicates some types of companies that can be set up by investors regardless of citizenship (UE or non-UE); it is:

  • Limited liability company – LLC (spółka z ograniczoną odpowiedzialnością –sp. z o.o.)
  • Limited partnership – LP (spółka komandytowa– sp.k)
  • Limited joint-stock partnership (spółka komandytowo-akcyjna– S.K.A)
  • Joint-stock company (spółka akcyjna– S.A.)
  • Branch of a foreign company.

The most popular type for a foreigner is spółka z ograniczoną odpowiedzialnością (LLC), because of simple structure, efficient taxation and limited liability.

What is spółka z ograniczoną odpowiedzialnością (LLC)?

This is commercial company registered in Polish Entrepreneurs’ Register of the National Court Register (KRS). Spółka z o.o. has its business name that could be chosen by shareholders freely but it should not be identic to another company in Poland. If you use the business name of the company every, you should also add „sp. z o.o.” or longer form „spółka z ograniczoną odpowiedzialnością”. 

Structure of the sp. z o.o.

How to start company in Poland
Structure of spółka z o.o. (polish LLC)

Shareholders – investors of the company

The minimum share capital is PLN 5.000,00 (ca EUR 1200/$ 1300) and is divided between the shareholders in the agreed amount. The minimum value of one share is PLN 50,00. 

Example:

In company X sp. z o.o. there are three shareholders, and the share capital is PLN 5.000.

Shareholder 1 has ten shares with a nominal value of PLN 500,00

Shareholder 2 has 25 shares with a nominal value of PLN 1.250,00

Shareholder 3 has 65 shares with a nominal value of PLN 3.250,00

Share capital in spółka z ograniczoną odpowiedzialnością
Share capital in polish spółka z o.o. – example

Share capital shall be fully paid before the registration in the court (KRS).

Who can be a shareholder in the company?

  • Natural persons,
  • Legal persons,
  • Organisational units without the legal personality to which the applicable laws have granted legal capacity 

Few Shareholders’ rights and obligations

  • Participate in profit/dividend (if the company has profited from last financial year and there is a resolution of the shareholders’ meeting regarding the distribution of the profit)
  • Have the right to direct supervision over the business of the company,
  • Participate in the annual shareholders’ meeting every year with votes (could be by a proxy)
  • Usually, appoint a management board (or supervisory board),
  • The obligation to approve the financial statement for the last fiscal year,
  • In some situations, when there is an appropriate provision in the articles of association of the company – additional payments of the shareholders to the company.

If you want to ask about the liability of the shareholders – generally there is limited by the funds that are involved in the company (in share capital, additional payments or loans). 

Management Board 

The composition of the board depends on the will of the shareholder and the act of association. If you want to specify that the structure will be from 1 to more persons – it is possible. However, the most important thing is that the management board fully represents the company. This is the company’s body that will be concluded contracts, made strategic decisions on behalf of the company* and served the company outside as well as before the court (KRS). 

(* of course, if you need more control we can minimize the risk to some degree, but it needs some specific provisions)

Liability of the management board needs another article but it is essential to know that in addition to direct liability to the company, there is also some responsibility before the court of registration (KRS), i.e. for lack of submitting financial statements to the court in some events bears personal responsibility for the company’s obligations.

There are no special requirements of competition for a member of the board – it should be natural persons with full capacity for legal actions – no matter of polish or foreign citizenship.

Taxes of the company

  • 9% or 15 % depends on the turnover and fulfil the conditions (CIT – corporate income tax)
  • sometimes – 23% – (VAT – tax on goods and services)

Costs of establishing a company in Poland

Court fee – PLN 600,00 (ca. 140 EUR/150,00 $).

Notary costs – depends but from PLN 400,00 (ca. EUR 100/$120)

Additional: 

  • the cost of a sworn translator, 
  • legal support

How to prepare to register a companyin Poland?

Think about:

  1. the businessname of spółka z o.o.
  2. number of shareholders and share capital
  3. the composition of the board
  4. type of activity – selling/production products, i.e.cars or specific services,
  5. registered office in Poland – if you need help, let us know.

Having this information, we can faster start with preparing an act of association and register to proceed before the court (KRS). 

How can we help you?

  • We prepare a draftact of association for your company tailored to your needs and specific structure,
  • Explain you all the issues regarding the company in Poland,
  • We can support you with finding business address or address in a virtual office,
  • Arrange a meeting in notary public,
  • Prepare application for company registration with all of the forms and attachments,
  • Support you with registration proceeding before the Court Register,
  • Legal assistance for your company in current activity.

If you have any additional questions or you are ready to start business in Poland – leave us a massage dokumenty@KRSdlaFirm.pl.. We answer for your question as fast as it is possible. It usually takes up to 24 hours.