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Type of entity
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Description/characteristics
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Limited liability company
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- Form of company, legal entity with legal persona;
- Established by one or more individuals or legal entities. May not be established as a wholly owned subsidiary of another wholly owned company;
- Liable for its debts and obligations with its whole property; normally shareholders are not liable for the company's debts and obligations;
- Ultimate authority is a Shareholders Meeting;
- Represented by the Management Board (consisting at least of one person) according to principles laid down in a company deed or Commercial Companies Code;
- Supervisory Board may be optionally appointed, however it is obligatory if certain conditions are met;
- Minimum share capital is PLN 5,000.
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Joint-stock company
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- Form of company, legal entity with legal persona;
- May be established by one or more individuals or legal persons, however, it may not be established as a wholly owned subsidiary of a single shareholder company;
- May issue bearer shares;
- Ultimate authority is Stockholders Meeting;
- Represented by the Management Board (consisting of at least three persons);
- Supervisory Board is obligatory;
- Liable for its debts and obligations with its whole property without any limitations; shareholders are not liable for the company’s obligations, but bear a risk up to the value of shares taken up;
- Minimum share capital is PLN 100,000.
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Registered partnership
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- Form of personal partnership established for the purpose of operating a business;
- Formed by a minimum of two individuals or legal persons;
- Each partner is liable without limitation, for the debts and obligations of the partnership, jointly with other partners and the partnership, to the extent of his or her entire assets;
- Each partner has a right to represent the company;
- No minimum initial capital requirement.
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Limited partnership
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- Form of personal partnership established for the purpose of operating a business, formed by a minimum of two individuals or legal persons;
- At least one partner is liable to the creditors for the debts and obligations of the partnership without limitation (the general partner) and at least one partner has a limited liability (limited partner), however, if the business name of a limited partnership includes the name or business name of a limited partner, such partner is liable for the obligations of the partnership without any limitation;
- Partnership may be represented exclusively by a general partner, a limited partner can represent the partnership if appointed as proxy;
- No minimum initial capital.
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Professional partnership
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- Form of personal partnership established by partners for the purpose of pursuing a profession;
- Partners may be exclusively natural persons authorized to practice the profession, specified in the Commercial Companies Code, e.g.: lawyers, architects, engineers, insurance brokers, tax advisors;
- Each partner has the right to represent the partnership;
- No minimum initial capital requirement.
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Limited joint-stock partnership
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- Type of partnership established for the purpose of conducting larger-scale businesses, where one partner is liable to the creditors for the debts and obligations of the partnership without limitation (the general partner) and at least one partner is a shareholder and is not liable for debts and obligations of the partnership, however, if the business name of the limited joint-stock partnership includes the name or business name of a shareholder, such shareholder is liable for the obligations of the partnership without any limitation;
- May be represented exclusively by a general partner; shareholder can represent the partnership if appointed as proxy;
- Supervisory Board may be optionally appointed, however it is obligatory if certain conditions are met;
- Initial capital is PLN 50,000.
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Sole proprietorship / sole trader
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- Essentially refers to a natural person (individual) conducting business in his or her own name and in which there is only one owner;
- No limitation of liability; all debts of the business are debts of the sole trader.
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Foreign investors may also use the following forms of conducting business activities in Poland:
- Branch;
- Representative Office.
A branch is registered in the National Court Register under the name of the foreign investor, together with its legal form translated into Polish, with the extension "branch in Poland". Such branch may only conduct activities within the scope of business of the foreign investor who establishes the branch.
A representative office may only conduct activity in the area of promotion and advertising of the foreign investor establishing the entity. No other economic activity may be conducted in this form. Such an office is registered in a register kept by the Minister of Economy. A representative office operates under the name of the foreign entrepreneur, together with the extension “representative office in Poland” translated into Polish.
Source: Trinity_Shelf_Companies
Market leader in Poland and one of the pioneers of ready-made, shelf companies in the CEE.
