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Limited Liability Company


May be established for any purpose allowed by law (including conducting a business) unless other is provided by acts.


May be established by one or more individuals or legal persons or legal persons or organisational unit without legal personality which was granted a legal capacity on the basis of a specified act (for example partnerships). However, it may not be established solely by another single-member limited liability company.

Minimum capital

5,000 PLN

Legal personality

A limited liability company is a legal entity.

Company liability

The Company is liable for its debts and obligations with its whole property without any limitations.

Shareholder and management board liability

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. A member of the management board may extricate himself from the liability by showing that a petition for declaration of bankruptcy was filed or arrangement proceedings were instituted in due time, or that a failure to file a petition for declaration of bankruptcy or institute arrangement proceedings was not due to his fault or that the creditor suffered no damage even though no petition for bankruptcy was filed or no arrangement proceedings were instituted.


CIT Declaration - Corporate Income Tax

Established process

Step-by-step instructions set out below.

Additional requirements for foreign investors


Organs of a company

Superior authority of a company is Shareholders Meeting. 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.In limited liability company a Supervisory Board 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.

Incorporation of a Polish limited liability company - material by Law Firm Morawski & Partners.

Below you can find Italian version of Incorporation of a Polish limited liability company - material by Law Firm Morawski & Partners.


Prepared for the Polish Information and Foreign Investment Agency by:

Morawski & Partners Law Firm


Adam Morawski, Managing Partner
Tel: +48 22 250 11 22
E-mail: adam@morawski.eu

Anna Borkowska, Legale Associato
Tel: +48 22 250 11 22
E-mail: a.borkowska@morawski.eu



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