CIVIL LAW
Limited Liability
Companies
B a n d r o v s k y V l a d y s l a v
HOW LLC is run?
Minimum capital
Minimum capital amounts to 5.000 PLN.
Minimum share should be at minimum
of 50 PLN.
Organs of a company
General Assembly Management
Board Supervisory Board The Superior
authority of a company.
GA is summoned by Management board, Supervisory Board or the shareholders representing not less than 10 % of the share capital.
Company is
represented by a Management Board (consisting at least of one person)
according to
principles laid down in a company deed or a company
charter. A company may be also
represented by proxy.
May be optionally appointed. In limited liability companies whose initial capital exceeds PLN
500.000 and the number of share holders exceeds twenty five the Supervisory Board or audit commission shall be compulsory.
Transfer
Shares in an LLC may be transferred or pledged.
Shares cannot be traded on regulated or non-
regulated markets and may be transferred only by
way of a written agreement with notarized signatures.
The Deed may impose limitations:
the consent of other shareholders
“right of preemption”
“right of first refusal” to other shareholders, giving them a priority right to buy any shares to be sold.
Company liability Shareholder and management board liability
The Company is liable for its debts and obligations with its whole property without any limitations.
The shareholders are not liable for the company’s obligations, they bear a risk up to the
value of shares contributed.
Where execution against the company has proved
ineffective the members of the management board shall be liable jointly and severally for the obligations of the
company.
Liability
Civil Liability
If members of the management board have, willfully or out of negligence, provided false data in the process of the registration, they shall be liable to the creditors of the company, jointly and severally with the
company, for three years from the date of
registration of the company or registration of
the increase of the share capital.
Art. 293. Fault of members of company governing bodies.
A member of the MB , the supervisory
board (audit committee) and a liquidator shall be liable to the company for damage caused by acts or omissions in breach of the law or the provisions of the articles of association, unless he is not at fault.
If the damage has been caused by several
persons jointly, they shall be jointly and
severally liable for such damage.
Art. 295. Action of shareholder (defence of defendant).
If the company does not bring an action for a
redress of damage caused to it within one
year of the date on which the act causing the
damage is discovered, each shareholder may
file a writ in an action for a redress of damage
caused to the company.
Art. 270. Reasons of the dissolution
1) the reasons stipulated in the articles of association,
2) a resolution of the shareholders on
dissolution of the company or on the transfer of the seat of the company abroad, recorded in the minutes recorded by a notary,
3) a declaration of bankruptcy of the company, 4) other reasons provided for in the law.
Additionally, the company may be dissoluted
by a court `s judgment
The liquidation shall be opened:
on the date when the judgement on dissolution becomes final and non- appealable,
on the date of adoption by the shareholders of the resolution on dissolution of the company
or of the occurrence of another reason
for its dissolution.
During the liquidation process:
Liquidation shall be carried out under the name of the company with the additional words „w likwidacji” („in liquidation”).
the company shall retain legal personality.
no payment, even partial, of the profits may be made to the shareholders, nor may the company assets be distributed before satisfaction of all debts.
The members of the management board shall act as the liquidators
