Shareholders of limited liability company(LLC) in Poland

Rights of shareholders in limited liability company in Poland

Some rights of shareholders in a LLC in Poland are acquired by every shareholder of the company, some are given by the provisions of the contract or depend on fulfillment of certain conditions. A shareholder in a limited liability company in Poland has:

  • right to participate in the General Meeting of Shareholders,
  • right to vote,
  • right to receive a profit,
  • right to supervise the company's activities,
  • right to request the exclusion of a shareholder from the company,
  • right to sell shares,
  • right to control, ie access to the company's books and documents, provided that in the case of the establishment of a Supervisory Board or a Review Board, the right to individual control by a shareholder may be excluded or limited.

Obligations of shareholders in limited liability company in Poland

A shareholder in a limited liability company in Poland is obliged to:

  • contribute with his share,
  • compensate for the missing value of the contribution,
  • provide the company with recurring non-cash benefits,
  • pay social security contributions if the shareholder is an employee.

Bodies of limited liability company in Poland:

  • Assembly of shareholders - the supreme authority of the company, adopts resolutions by an absolute majority or (in matters of importance to the company) qualified majority in open voting, or sometimes (eg elections or when requested by at least one partner) - in secret;
  • Management Board (Board of Directors)- appointed and dismissed by the shareholders meeting; The minimum composition is 1 person; The company contract may contain different regulations concerning the appointment of board members. It leads the company and represents it;
  • Optional supervisory board or audit committee. The establishment of the supervisory board or the audit committee is mandatory in two cases: if the share capital exceeds PLN 500,000 and the shareholders are more than 25 (unless there is already an audit committee or the supervisory board), and always when the company was created based on a State Treasury company. This authority supervises the company's activities in all areas. The Supervisory Board consists of at least 3 members appointed and dismissed by a resolution of the shareholders.

Extraordinary circumstances in limited liability company in Poland.

The exclusion of a shareholder requires a court decision and can only be made basd on valid reasons relating to this shareholder, the application must be supported by all other shareholders and their shareholding should account for more than half of the share capital;
The dissolution of the company (for reasons described in the contract, based on a resolution of shareholders or for other reasons mentioned in the Commercial Companies Code, such as bankruptcy or liquidation) occurs only at the moment of deletion from the register;
Dispositions after liquidation are not carried out if bankruptcy is declared.

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