(spółka z ograniczoną odpowiedzialnością) are determined by Article 163 KSH (Kodeks spółek handlowych, eng.
The conclusion of the articles of incorporation creates a legal capacity subject, the company prior registration.
The second step requires the full payment of the share capital as codified by the articles of incorporation.
Where required the payment includes the agreed surplus over the nominal value of the company share.
The application is inter alia accompanied by a statement of all board members that the deposits were placed to cover the common stock in full by all shareholders in the company.
[4] After registration in the business register, the Board of Directors has to request the so-called REGON number at the statistics agency.
In this way, in the start-up phase before registration in the business register the company is already able to open a bank account and sign a lease agreement.
registration is available only to users that hold qualified electronic signature or Polish Trusted Profile.
[9] Beyond the minimum content the shareholders are free to regulate their relationship to each other or to the company more extensive.
Notable costs are first of all the notary fees, which are calculated in dependence to the share capital.
Finally, within 14 days after formation of the articles of incorporation, the so-called tax on civil law transactions (PCC) is to pay.
A payment from the required share capital covering the company's assets is not possible for the shareholders under any title.
[13] The shareholders are also prohibited from referring to or from the assets contributed their rightful share interest.
applies as a contribution to the company if the loan was granted within two years before the insolvency of the Sp.
[14] The access rights of the shareholders at the company's assets are generally restricted to the distribution of certain portion of the profits.
Basically, the increase in share capital demanded the change of the articles of incorporation.
This requires a notarized resolution of the shareholders' meeting and the entry into the business register.
Creditors, which contradict the deadline, are generally to be satisfied by the company or have to obtain an appropriate security for their claim.
The legal base case therefore regulates by a multi-person board that for issuing statements on behalf of the Sp.
Otherwise the shareholders are responsible for including an agreement in the articles of incorporation on the appointment of a supervisory board or audit committee.
The shareholders' meeting is furnished with extensive authorities and at the same time is the supreme decision-making body of the Sp.
By operation of law, the decisions on important matters are reserved for the shareholders' meeting.
The authorities include the examination and approval of the annual report of the board of directors, the profit and loss statement, the approval of the board of directors, the supervisory board and the audit committee, any decision on repayment of additional contributions, the sale or leasing out of a company and the assignment of limited real rights to it.
[28] The main duties of the shareholders include the provision of full deposit, the compensation of excessive determined contributions in kind and the reimbursement of unjustified payments (Art.
1, 266 § 1 KSH) and the individual right to obtain information and control of each shareholder (Art.
[31] Deviation from the equality in principle envisaged in terms of rights and duties of all shareholders may be prerogatives recognized under the special relation of the articles of incorporation.
z o.o and the associated deletion in the business register takes place after carrying out the liquidation.