Limited liability company (Poland)

Spółka z ograniczoną odpowiedzialnością (literally: Limited liability company), abbreviated Sp. z o.o., is the legal title of a private limited company in Poland.

The necessary steps for establishing a Sp. z o.o. (spółka z ograniczoną odpowiedzialnością) are determined by Article 163 KSH (Kodeks spółek handlowych). It first requires the notarization of the articles of incorporation. It must take place in Poland. 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 share capital may be covered by cash or contribution in kind. Inalienable rights, e.g. work or services cannot place as a deposit in a Sp. z o.o.

The third step is the appointment of the board and possibly other organs of the Sp. z o.o.. The Board of Directors or the first board members can already be appointed at formation. Once all deposits are paid in full, the board may register for entry into the business register. 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. The registration of the company in the business register takes about two to four weeks. By registering the company in the business register, the company becomes a legal entity. After registration in the business register, the Board of Directors has to request the so-called REGON number at the statistics agency. This is issued within one to two days. Subsequently the Board of Directors has to register the company at the company's financial authorities and obtain the so-called "NIP"-Number (Taxpayer Identification Number) and the VAT number.

The granting of the NIP requires the submission of a lease or other proof that the company has any accommodation, also a bank account contract is required. For these reasons it is recommended that already with formation the Board of Directors is appointed. 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.

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Wikipedia