Corporate Law in Poland - Company Law in Poland

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Key facts – Corporate Law / Poland

Basic Corporate (Company) Law Acts 
Available company forms
  • General partnership
  • Professional partnership
  • Limited liability partnership
  • Limited joint-stock partnership
  • Limited liability company
  • Joint stock company
Minimum capital
  • 5.000 PLN for LLC
  • 100.000 PLN for JSC
Articles of Association (Statute)
  • To be executed before the Notary
  • LLC – also online visa S24 system
Mandatory corporate bodies
  • Shareholders Meeting (Stockholders Meeting) / General Meeting
  • Board of Directors
  • Supervisory Board – in JSC and in selected LLCs
Annual reporting
  • preparing financial statements by 31.03
  • approving financial statements by 30.06
  • submitting to KRS within 15 days from the approval
Compulsory audit
  • for all joint stock companies
  • for limited liability companies, if:
    • the average annual employment > 50 people,
    • the total assets > EUR 2,500,000,
    • net revenues > EUR 5,000,000.
Shareholders liability
  • shareholders (in LLC) and stockholders (in JSC) as a rule are not liable for company debts
Members of the Board liability 
  • Members of the Board may be held liable if enforcement against the company proves ineffective and the Directors failed to request insolvency within 30 days
Transfer of shares (stock)
  • Shares transfer agreement – requires notarial signatures certification
  • Stock transfer agreement – does not require notarial signatures certification
Company register
  • General company register: KRS
  • Stock of JSC are registered in private stockholders registers selected by each joint stock company
Insolvency tests
  • Insolvency liquidity test: delay in payment exceeds 3 months.
  • Insolvency assets test: liabilities exceed assets for a period exceeding 24 months

Company / Corporate Law Guide

Legal Framework

There is no single source of European Company Law (Corporate Law). However, harmonisation of national rules on company law has created minimum standards and covers areas such as the protection of interests of shareholders and their rights, rules on takeover bids for public limited companies, branch disclosure, mergers and spin-offs, minimum rules for single-member private limited liability companies, financial reporting and accounting, and easier and faster access to information on companies. At a European level, these matters are mainly contained in:

  • Directive (EU) 2017/1132 relating to certain aspects of company law, which partially codified European company law; however, the member states of the EU (“Member States”) continue to have separate legislation on the area of company law. The aspects regulated by Directive 2017/1132 are: (i) protection of the interests of shareholders and others in respect of the incorporation of public limited liability companies and the maintenance and alteration of their capital; (ii) protection of the interests of shareholders and third parties in respect of disclosure, the validity of obligations entered into by, and the nullity of, companies limited by shares or otherwise having limited liability; (iii) disclosure requirements in respect of branches opened in a Member State; (iv) mergers of public limited liability companies; (v) cross-border mergers of limited liability companies; and (vi) spin-offs of public limited liability companies.
  • Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies, which establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of companies which have their registered office in a Member State.
  • Council Regulation (EC) 2157/2001 on the Statute for a European company (SE), which sets forth the provisions for the creation and management of companies with an European dimension (the so called “European companies”).
  • Directive 2013/34/EU on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC and repealing Directives 78/660/EEC and 83/349/EEC.

The basic Polish legal acts in the field of corporate law are:

Polish Corporate Law

  • The Act of September 15, 2000, Code of Commercial Companies [Polish Company Law], the basic legal act in the field of company law, containing provisions regulating types, establishment process, operation, structure, dissolution, merger, division and transformation of commercial companies, as well as some criminal provisions in this regard,
  • The Act of April 23, 1964, Civil Code [Polish Civil Code / Companies Act], the main collection of civil law provisions, in particular the law of obligations and property law, and also containing a number of provisions regulating the status of legal persons and entrepreneurs,
  • The Act of March 6, 2018 – Entrepreneurs Law [Polish Business Law] defines the rules for starting, performing and terminating economic activity in Poland, including the rights and obligations of entrepreneurs and the tasks of public authorities in this regard. This legal act being a part of a set of laws informally named Constitution for business, which is dedicated to entities conduting business activity in Poland, including foreigners,
  • The Act of August 20, 1997 on the National Register Court , the legal act regulating the aspects of keeping the National Companies Register [Krajowy Rejestr Sądowy, (KRS)] by the registry courts.

Enforcement authorities

The obligations related to keeping the register of entrepreneurs in the National Court Register (KRS) have been entrusted to Polish district courts (in fact – the special divisions of district courts), also known as registry courts. Registration courts make entries to the register concerning registration, changes, deletion of companies from the register and keep documents submitted to the register. In addition, registry courts are authorized to initiate coercive / forcing proceedings aimed at forcing the company representative to submit obligatory documents and applications for entry in KRS, as well as impose penalties on entities that have not complied with these obligations.

Other competent authorities or units have a number of powers to control or supervise certain aspects of the company’s operations, for example:

  • Heads of the Tax Offices – in the field of taxes and other budgetary receivables,
  • Social Contribution Institution (ZUS) – in matters of social security,
  • National Work Inspection – in matters of compliance with labour law and health and safety regulations,
  • National Sanitary Inspection – in matters of hygiene conditions in various areas of life,
  • Chairman of the Office of Competition and Consumer Protection – in matters of competition and consumer protection,
  • and many others according to their competence.

Forms of business / Poland

The basic forms of conducting business in Poland are:

  1. Individual business activity (self-employment),
  2. Civil partnership,
  3. Partnership
    • General partnership (spółka jawna, sp. j.),
    • Professional partnership (spółka partnerska, sp.p.),
    • Limited partnership (spółka komandytowa, sp.k.),
    • Limited joint-stock partnership (spółka komandytowo-akcyjna, S.K.A.),
  4. Corporate companies:

Key differences

These forms differ, inter alia, in:

  • principles and scope of their participants’/partners’/shareholders’ liability,
  • taxation and type of accounting (and resulting obligations),
  • minimum capital requirements,
  • form of representation (i.e. who can act on behalf of the company),
  • the appropriate register of entities and authority keeping it.

Forms available for foreigners

It should be noted at the outset that foreigners from outside the EEA (most of the individuals / natural persons and all legal persons) have the right to undertake and run the business activity only in the form of a limited partnership, limited joint-stock partnership, limited liability and joint-stock company, as well as to join such companies and acquire their shares or stocks, unless international agreements provide otherwise.

Amongst foreign investors LLC’s and JSC’s are definitely the most popular.

Corporate Governance (LLC & JSC)

Both types of capital companies in Poland (sp. z o.o. and S.A.) have legal, judicial and procedural capacity (for example may acquire rights and incur liabilities on their own behalf) as well as legal personality.

Shareholders (stockholders) of the capital companies are not liable for the company’s obligations starting from the moment of the company’s registration in KRS.

Only an individual / a natural person with full legal capacity may be a member of the management board, supervisory board, audit committee or liquidator of the capital company.

Registration stage

At the moment of articles of association execution (or taking up the stocks in case of joint stock company) an entity with specific status – company in organization – is established. The name of the company in organization shall bear the addition of “w organizacji“. This special status lasts until the company is entered into the Company Register – National Register Court (KRS).

Once the company has organization status it has legal, judicial and procedural capacity and it may conclude contracts, buy or sell goods or services, purchase real estate, hire and fire employees, initiate legal proceedings etc. However, the shareholders (stockholders) cannot dispose the shares (stocks) of a such company until it is entered into the Company Register – KRS – as such transaction would be void and null.

Organization status also influences liability – as apart from the company in organization itself, the persons who acted on behalf of the company in organization (i.e. the management board or the aforementioned proxy or stockholders acting jointly) are liable for the company’s obligations undertaken at this stage. The shareholders’ (stockholders’) liability is limited to the amount of the contribution which still were not made to the company.

The company in organization must submit an application for its registration in KRS no later than 6 months from the date of signing the articles of association. If it fails to do so, the company is subject to compulsory liquidation.

Articles of Association (statute)

The articles of association (statute) of the capital company must have a form of a notarial act. There is one exception provided for limited liability company – its articles of association can be concluded via governmental IT on-line system (s24).

The articles of association of limited liability company must necessarily include:

  • company’s name and seat,
  • type of company’s activity,
  • amount of the share capital,
  • whether the shareholder can have more than one share,
  • amount and value of shares acquired by the shareholder,
  • the duration of the company if it was limited,

The statute of the joint stock company  must necessarily include:

  • company’s name and seat,
  • type of company’s activity,
  • the duration of the company if it was limited,
  • amount of the share capital
  • amount paid before the company is registered,
  • amount, value of stocks and their types,
  • rights related to the different types of stocks,
  • names of the founders,
  • number of management and supervisory board members
  • body authorized to appoint them.

The articles of association (statute) may also contain other provisions, not prohibited by law, that regulate the corporate relations between the company, partners and company bodies. However, if the online method of concluding the articles of association of sp. z o.o. has been chosen, it should be borne in mind that the standard template from the S24 system does not always allow the text of the articles of association to be tailor-made according to the shareholders’ plans.

Both articles of association and statute can be signed by the proxies if traditional (notarial) way of incorporation was chosen.

Registration in Company Register

The company’s management board, acting jointly (or proxy authorized by the management board) must submit the application for entry to KRS along with, among others, the articles of association (statute), management board statement on making contributions to cover the share capital by the shareholders (stockholders), list of shareholders (in case of sp. z o.o.), statement on taking up shares made in a form of notarial act and bank confirmation of share capital being paid (in case of S.A.), names and addresses of persons authorized to appoint the management board, delivery addresses and consents of the corporate bodies for performing the functions.

Company registration in Poland is completed once the entry is made in KRS , hence company in the organization ceases to exists.

Reporting of changes to Company Register (KRS)

The company’s management board is obliged to report to the Company Register (National Court Register):

  • all amendments to the articles of association
  • changes of data concerning the company which are subject to disclosure in the National Court Register.

Depending on the moment of entry into force of these changes, a distinction should be made between declaratory and constitutive entries in the Company Register National Court Register.

Declaratory entries

Declaratory entries in the National Court Register only state the fact of changes, the effect of which has already occurred earlier. These are, for example, the entries regarding:

  • change of company’s address without a change of seat,
  • appointing or dissmissal of members of the company’s bodies – corporate officers,
  • appointing or dissmissal power of attorney to commercial proxies,
  • changes in shareholdings (in sp. z o.o.) or
  • the fact that the stockholder (in S.A.) has ceased to be the sole in the company,
  • suspension or resumption of business activity by the company,
  • change of information on the performance of business activities with other entities on the basis of a civil partnership agreement, e.t.c.

Constitutive entries

Constitutive entries are the entries which are valid only upon entry in the National Court Register is made. The constitutive nature of the entry in the National Court Register must be clearly stated in the law. For example the following entires are of constitutive character:

registration of:

  • the company in KRS,
  • change of company’s seat,
  • change of company’s name,
  • change of representation principle,
  • change of articles of association (statute),
  • change of type of conducted business activity,
  • increasing or decreasing the share capital,
  • opening a liquidation, e.t.c.

Capital & Shares

The share capital of the capital companies is divided into shares (LLC) or stocks (JSC) and must be paid-up in contributions in cash or in kind.

The minimum share capital for LLC. and JSC. is, respectively – PLN 5,000 and PLN 100,000. The value of share cannot be lower than 50 PLN. The value of stock cannot be lower than PLN 0.01.

In limited liability company shareholders must fully make the contributions to cover their shares in share capital. The law provisions does not indicate precisely as how the contributions shall be made. On the opposite, in JSC, Commercial Companies Code in Poland specifies that monetary contributions must be made to a bank account of the company in organization.

Stocks acquired for in-kind contributions should be fully paid up no later than one year after the company’s registration. Stocks taken up for cash contributions should be paid up before the registration of the company in at least one quarter of their nominal value.

In addition, S.A. stocks may be admitted to public trading on the Stock Exchange (such type of S.A. is colloquially called public joint-stock company or publiczna spółka akcyjna).

Dematerialized stockholders’ register

As of January 1, 2021 all stocks of joint-stock companies are in dematerialized form. The stockholders’ register will be kept by an entity authorized to keep securities accounts (e.g. a brokerage house, bank) or in a securities depository maintained by the National Depository for Securities.

Shareholders & Corporate Bodies

Shareholders / Stockholders

Unless the law or the articles of association of LLC provide otherwise, the shareholders have equal rights and obligations in the company.

Preferred shares / stock

Preferences in LLC share rights may relate, in particular, to voting rights, the right to dividends or the manner of participation in the division of property in the event of liquidation of the company. Preference concerning voting rights may not grant the entitled person more than three votes per one share. Preference regarding dividends may grant a right for dividend which exceeds no more than half the dividend for non-preference shares.

Sale of shares / stock

The sale of LLC shares must be made in written form with signatures certified by a notary or via s24 (if company was established and registered using s24). The articles of association may make the disposal of shares conditional on the approval of the company (e.g. management board). Where consent has been refused, the registry court may allow the disposal if there are compelling reasons.

In case of joint stock company the Commercial Companies Code does not provide for any specific requirements as to the form that the stock disposal. However the statute may make the disposal of registered stocks subject to the company’s (issued by the management board) consent or otherwise limit the possibility of disposing of stocks.

Dividend / profit

A shareholder has the right to participate in the profit resulting from the annual financial statements and intended for distribution under a resolution of the shareholders’ meeting. The articles of association may authorize the management board to pay the shareholders an advance on the expected dividend for the financial year, if the company has sufficient funds to pay and if approved financial statements of the company for the previous financial year show a profit.

Stockholders have the right to participate in the profit disclosed in the audited financial statements, which was allocated by the general meeting to be paid to shareholders. Profit is distributed in proportion to the number of stocks. If the stocks are not fully covered, the profit is distributed in relation to the payments made for the stocks. The statute may provide for a different method of profit distribution.

The amount allocated for distribution among stockholders may not exceed the profit for the last financial year, increased by retained earnings from previous years and by amounts transferred from the supplementary and reserve capitals created from profit, which may be allocated to the payment of dividends.

Advances for dividend

The statute may authorize the management board to pay the stockholders an advance on the expected dividend at the end of the financial year, if the company has sufficient funds for the payment. The advance payment requires consent of the supervisory board.


In a company with sole shareholder (stockholder) all statements of will made by this shareholder (stockholder) to the company must have at least a written form. When a sole shareholder (stockholder) is simultaneously a sole management board member, all legal actions made between him and the company require a form of notarial act.

General Shareholders Meeting

The general shareholders’ (stockholders’) meeting is a compulsory corporate body through which the shareholders (stockholders), by majority vote (unless otherwise was provided in law or articles of association (statute)) adopt resolutions on matters provided by provisions of law or articles of association (statute).

Convening general meeting

The company’s management body (in some cases also supervisory body or shareholders (stockholders)) may convene a general meeting.

In case of limited liability company, the invitation notice, consisting date, place and agenda of the meeting must be sent to all participants with at least 14 days of advance. In case of S.A. the notice must be published both in Court and Economic Monitor (MSiG) and company’s website at least 2 weeks before the meeting is held. Alternatively, the company’s articles of association can establish that the general meeting may be called by sending a written notice to each shareholder by means that provide evidence of receipt at the address used for this purpose.

In JSC – if all stocks issued by the company are registered, the general meeting of JSC may be convened by registered mail or courier mail sent at least 2 weeks before the date of the general meeting.

Simplifications are provided if all shareholders/stockholders are present and agreed for the place and time of the general meetings.


In both LLC and JSC there is no statutory quorum for shareholders’ (stockholders’) meeting to be valid . The articles of association (statute) however may provide for otherwise.


In LLC resolutions are adopted by an absolute majority of votes, except for decisions on specific reserved matters for which there are qualified majorilty standards established. The articles of association (statute) may increase the statutory majority requirements. For example, Commercial Companies Code of Poland requires for shareholders’ meeting (in LLC) a qualified majority of:

  • 2/3 of votes – for the resolutions concerning the amendment to the articles of association, dissolution of the company or sale of the enterprise or its organized part,
  • 3/4 of votes – for resolutions on a significant change in the subject of the company’s business.

In case of joint stock company the Commercial Companies Code of Poland requires for stockholders’ meeting a qualified majority of:

  • 3/4 of votes – for resolutions on the issue of convertible bonds and bonds with the pre-emptive right to subscribe for shares, amend the statute, redeem shares, reduce the share capital, sell the enterprise or its organized part and dissolve the company,
  • 2/3 of votes – for resolution on financing by the company of the acquisition or subscription of shares issued by it.

The extraordinary general meeting of shareholders is convened as needed, while the ordinary shareholders’ meeting should be held within six months following the end of each financial year.

Remote / video shareholder meetings

For both types of companies, the articles of association (statute) may also allow for meetings to be held by videoconference, conference call or via the Internet.

Management Board

The capital companies may be managed by a sole or several directors acting independently or jointly. The law provisions do not set limits on the number of management board members.

Mandate of Directors

In JSC the term of office of a management board member may not exceed five years. The same person may be reappointed as a member of the management board for terms of office not exceeding five years each. The appointment may take place not earlier than one year before the end of the current term of office of a management board member.

Appointment / Dismissal of Directors

In LLC – management board members are appointed/dismissed by the shareholders (unless the articles of association provide otherwise). In JSC management board member is appointed/dismissed by the supervisory board and can be dismissed or suspended by the general meeting.

Directors obligations

The main task of the board is to run the company’s affairs (internal aspect) and represent it (external aspect). The right of a management board member to run the company’s affairs and represent it applies to all court and out-of-court activities of the company.

In the case of a multi-person board:

  • every member of the management board can run the company’s affairs (internal aspect) without a prior management board resolution, unless these matters exceed the scope of the normal activities of the company. The law provisions do not provide a list of specific actions which can be treated as “matters exceeding the scope of normal activities of the company”, shifting to the management board the risks associated with the qualification of a specific action as normal activities of the company.
  • in relations to the third parties (external aspect) the representation principle should be applied. Unless the company’s agreement provides otherwise, cooperation of two members of the management board or one member of the management board together with a commercial proxy is required to make statements on behalf of the company. In practice this means that any agreement, statement of will, legal action e.t.c. directed to a third party (including public authority) must be signed/made/undertaken in accordance with the representation principle.

Conflict of interest

In a contract between the company and a member of the management board and in a dispute with him/her, the company is represented by the supervisory board or a proxy appointed by a resolution of the shareholders’ (stockholders’) meeting.

Directors resolutions

Resolutions of the management board may be adopted if all members have been properly notified of the meeting of the management board. Management board resolutions are adopted by an absolute majority of votes.

Management board members meetings

For both types of companies, the articles of association (statute) may also allow for meetings to be held by videoconference, conference call or via the Internet.

Supervisory Board / Auditing Committee

In Polish LLC the articles of association may optionally establish a supervisory board and/or an audit committee. However, if the share capital exceeds PLN 500,000 and there are more than twenty-five shareholders, there is an obligation to establish a supervisory board or an audit committee.

In JSC the supervisory board is obligatory.

Members of Supervisory Board

A member of the management board, proxy, liquidator, head of a branch or plant as well as employed in the company chief accountant, legal advisor or attorney at law may not be a member of the supervisory board or audit committee at the same time,

Composition / Appointment / Dismissal

The minimum number of supervisory board members or (only in LLC) audit committee – 3 persons. In public JSCs– minimum 5 persons.

Supervisory Board Members are appointed / dismissed by the shareholders (or general stockholders’ meeting – in JSC) unless otherwise provided under articles of association (statute).

Mandate of Supervisory Members

In JSC the term of office of a supervisory board member may not exceed 5 years and also the supervisory board should be convened as needed, however not less frequently than 3 times in a financial year.


The supervisory board exercises permanent supervision over the company’s activities in all areas of its activity. The specific duties of the supervisory board include:

  • the assessment of annual financial and management board reports in terms of their compliance with the books and documents, as well as with the actual state, and
  • consideration of the management board’s requests for profit distribution or loss coverage, as well as
  • submission of an annual written report to the shareholders’ (stockholders’) meeting on the results of this assessment.

Each member of the supervisory board may independently exercise the right of supervision, unless the articles of association provide otherwise.

The articles of association (statute) may provide that the management board is obliged to obtain consent of the supervisory board prior to performing the activities specified in the articles of association (which however have no effect on third parties), and to delegate to the supervisory board the right to suspend individual or all members of the management board, for important reasons.

The audit committee’s duties are limited to the assessment of annual financial and management board reports, of the management board’s requests for profit distribution or loss coverage as well as submission of an annual written report to the shareholders’ meeting on the results of this assessment. However the articles of association can extend the scope of committee’s duties.


The supervisory board adopts resolutions when requirement of quorum of at least half of its members is met, and all members have been invited. The articles of association (statute) may provide for stricter requirements regarding the quorum of the supervisory board.


For both types of companies, the articles of association (statute) may also allow for meetings of supervisory board as well as audit committee to be held by videoconference, conference call or via the Internet.

Corporate Reporting in Poland

Corporate companies in Poland are required to run full accounting records in the form of books. Bookkeeping may be outsourced / entrusted to an accounting office, but it is the head of the entity (management board or liquidators of capital companies) being responsible for the performance of accounting duties.

Annual reporting

Each company is Poland is obliged to report to Company Register (KRS) the annual financial reports composed of:

  • balance sheet,
  • profit and loss account, and
  • additional information.

The following documents must be attached to the annual financial report:

  • activity report prepared by management board or liquidator,
  • resolution of shareholders’ (stockholders’) meeting approving a financial report and activity report,
  • resolution on profit distribution or loss coverage,
  • resolution on granting an approval to members of the management board,
  • auditor’s opinion / report (if the financial statements are audited).

Form of annual financial reports

Financial reports may only be prepared in electronic form, according to the structure and format (.xml) specified in detail by the Ministry of Finance.

Annual reporting deadlines

Every polish company is obliged to prepare the financial reports within 3 months from the end of accounting year. If the financial year coincides with the calendar year, the deadline for preparation is March 31.

Afterwards the financial reports shall be approved by ordinary shareholders’ (stockholders’) meeting  within 6 months end of accounting year, i.e. until June 30, if the financial year coincides with the calendar year.

Within 15 days from the approval of the annual financial report that shall be reported to Company register KRS via IT on-line system of the Minister of Justice.

Signing of financial reports

The financial report in electronic form is signed by:

  • head of the unit (all management board members or liquidator) and
  • person entrusted with keeping the books of accounts (e.g. chief accountant).

The activity report must be signed by all members of the management board.

Both financial report and activity report must be signed using qualified electronic signature or Trusted Profile (ePUAP).

Submission of financial statements

The capital companies are obliged to submit a financial report, activity report and resolutions of the shareholders’ (stockholders’) meeting to KRS via IT on-line system of the Minister of Justice within 15 days from the approval of the annual financial report.

The documents can be submitted by the management board members, liquidator or a proxy (attorney at law or legal adviser) authorized by the management board (liquidator).

According to Polish law the application on submission must be signed using qualified electronic signature or Trusted Profile (ePUAP).

Compulsory Annual Audit

Compulsory audit shall be performed by certified auditor. The audit shall cover annual, consolidated financial reports of capital groups and annual financial reports of: banks, credit unions, funds, domestic payment institutions and joint-stock companies (JSC).

Compulsory Audit of Company in Poland

The audit is also obligatory in for LLC’s which, in the previous financial year met at least two of the following conditions:

  1. the average annual employment converted into full-time jobs amounted to at least 50 people,
  2. the total assets of the balance sheet at the end of the financial year are at least EUR 2,500,000 (in PLN equivalent),
  3. net revenues from sales of goods and products as well as financial operations for the financial year were at least EUR 5,000,000 (in PLN equivalent).

In addition, the financial reports of the acquiring companies and newly formed companies, prepared for the financial year in which the merger took place, as well as the annual financial reports of the entities prepared in accordance with International Accounting Standards are also subject to the audit.

Auditor’s opinions and reports must be signed with the qualified electronic signature of this auditor.

Corporate liability

As a rule Polish Company Law does not allow “piercing of corporate veil” that threatens shareholders (stockholders) of companies.

Liability of shareholders in LLC

Shareholders may be liable to third parties or to the company for actions taken prior to registration, at the stage of company in organization. This liability varies depending on whether the shareholder has acted personally on behalf of the company in organization or not.

In the case of making an in-kind contribution to the company with a legal or physical defect, the shareholder is obliged to compensate the company the loss.

In the case of making an in-kind contribution to the company of a significantly undervalued asset, the shareholder is obliged to compensate the loss jointly and severally with the members of the management board who applied for the entry of the company into KRS.

The Commercial Code of Companies of Poland also provides for joint and several liability of the seller of the share and its buyer for unfulfilled obligations towards the company from the sold share or part of the share sold and those jointly entitled to the share or shares.

Liability of stockholders in JSC

According to Polish company law – just as the shareholder of LLC, a stockholder of JSC is responsible for the obligations of the company in organization, i.e. in the period between the formation of the company and its registration. The company and persons acting on its behalf and a stockholder up to the amount of the unpaid contribution to cover the stocks taken up are jointly and severally liable for the obligations of a joint-stock company in organization.

Management Board members liability

Polish company law provides liability of the Board Members for the debts of the Company in a situation where the enforcement against the limited liability company proves ineffective. Members of the Management Board are jointly and severally liable for company’s obligations with all their personal assets.

Management board member may release himself / herself from the liability if he / she:

  • proves that a bankruptcy petition was filed in due time or
  • proves that at the same time a decision was issued to open restructuring proceedings or on approval of an arrangement in proceedings for approval of an arrangement, or
  • proves that that the failure to file the bankruptcy petition was not his / her fault, or
  • in the case of obligations not being tax or other social contributions liabilities – proves that that despite the failure to file the petition for bankruptcy and the decision to open the restructuring proceedings or the non-approval of the arrangement in the arrangement approval proceedings, the creditor did not suffer any damage, or
  • in the case of tax arrears or other social contributions liabilities – it will indicate the property of the company, the enforcement of which will enable the satisfaction of the company’s tax (social contributions) arrears to a large extent.

A bankruptcy petition should be submitted within 30 days from the day when the company becomes insolvent, ie, if it has lost its ability to meet its pecuniary obligations (at least 2) that are due.

Insolvency defintion

As per Polish Law of Insolvency it is presumed that the debtor has lost the ability to meet its due pecuniary obligations if the delay in payment of pecuniary obligations exceeds 3 months.

A debtor who is a legal person is also insolvent when its pecuniary liabilities exceed the value of its assets, and this condition persists for a period exceeding 24 months.

Expert team leader DKP Legal Michał Puk
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