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Types of companies in Poland - everything you need to know

Civil law partnership, limited liability company or maybe a limited partnership? When looking for the most advantageous organizational and legal form of economic activity, the entrepreneur should consider the differences that characterize individual structures. Attention should be paid to liability issues - it may be borne by partners, subsidiary partners with the company, as well as the company itself. Of significant importance, especially for new entrepreneurs, may also be the costs related to the creation of a given company or keeping its accounting. The article presents the types of companies in Poland - important information and characteristics of individual companies.

In the Polish legal order, we distinguish commercial companies, the formation and operation of which is regulated in the Code of Commercial Companies, as well as a civil partnership that may be established on the basis of the provisions of the Civil Code. We also divide commercial companies into personal and capital companies.

partnership

The structure of a civil law partnership is based on the partners' obligation to pursue a common economic goal. The partnership deed should be confirmed in a letter, which means that the proper form of its conclusion is the ordinary written form, however, it should be remembered that this rule will change when the shareholder's contribution is real estate. Then, both the conclusion of the articles of association and its amendment require the form of a notarial deed. The civil law partnership does not have legal personality. It is not an independent legal entity, nor will it come into possession of its own property. Its partners can run enterprises - the company is not entitled to the status of an entrepreneur, although it has been assigned the REGON number and NIP number. However, attention should be paid to the differences that exist under labor law and tax law. A civil law partnership may be an employer - in this respect it has the court and procedural capacity. A civil law partnership is not a taxpayer of income tax (they are the partners of the partnership). However, it is a taxpayer of VAT and excise duty.

The type of accounting to be kept in a civil partnership depends on the amount of revenues (after exceeding EUR 2 million, the company is obliged to keep full accounting) and partners (if a partner in a civil partnership is a legal person, the company is obliged to keep full accounting, regardless of the amount of revenues). The remaining civil law partnerships may keep a revenue and expense ledger.

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Rights acquired under the name of the company and contracted liabilities become the rights and obligations of the partners of the company, who are jointly and severally liable for them The partners of a civil law partnership are jointly and severally liable for the obligations of the partnership with all their assets. All partners of a civil law partnership should be listed in its name.

General partnership

The general partnership is the simplest of commercial companies. It is not a legal person, but like other personal commercial companies, the legislator gave it legal capacity. This means that the general partnership acquires rights and incurs liabilities on its own behalf. It can sue and be sued, and also has the status of an entrepreneur. The partners of the general partnership undertake to strive to achieve a common goal by making contributions, as well as taking other actions, if the partnership deed so provides. The general partnership agreement, under pain of nullity, should be concluded in writing and contain at least:

company name and registered office;
identification of the contributions made by each partner and their value;
the company's subject of activity;
the duration of the company, if specified.

The general partnership agreement may also be concluded with the use of a standard agreement. For this purpose, partners should complete the form available in the ICT system and affix it with a qualified electronic signature or a signature confirmed with an ePuap trusted profile.

A general partnership must have at least two partners. They can be natural persons, legal persons, organizational units that are not legal persons, but have legal capacity.

Establishing a general partnership is subject to entry in the national court register. For this reason, the creation of a general partnership is associated with higher costs than the creation of a civil partnership.

Partners of a general partnership, like partners of a civil partnership, are responsible for its obligations with all their assets. It is joint and several liability - the partner is liable with other partners and with the company itself. The difference, however, occurs in the order in which the creditor's claims are satisfied. In the case of a civil partnership, it is the creditor who decides where to direct enforcement, while in a general partnership, the partners' liability is subsidiary (which means that enforcement against the partner's assets is possible only when enforcement against the company's assets proves ineffective).

Read more about companies in Poland:
What obligations do partners of a civil law partnership have towards ZUS?
Suspension of a commercial law company - consequences
A sole proprietorship or partnership - it's worth knowing

A partnership

A partner company is significantly different from other partnerships. The special nature of a partnership results from the goal assigned to it by the legislator - the exercise of a freelance profession. For this reason, a partnership may be established only by natural persons who are authorized to practice one of the liberal professions enumerated in Art. 88 of the Code of Commercial Companies. A partner in a partnership may be a natural person authorized to practice the following professions: attorney, pharmacist, architect, construction engineer, statutory auditor, insurance broker, tax adviser, securities broker, investment advisor, accountant, doctor, dentist, veterinarian, notary public , nurse, midwife, physiotherapist, attorney-at-law, patent attorney, property appraiser and sworn translator. The partnership agreement, otherwise null and void, should be in writing and contain at least:

definition of the liberal profession performed by partners within the company;
the company's subject of activity;
surnames and names of partners who bear unlimited liability for the company's obligations (in the event that the articles of association modify liability);
in the case when the company is represented only by some partners - the surnames and forenames of these partners;
company name and registered office;
the duration of the company, if specified;
identification of the contributions made by each partner and their value.

The company of the partner company must contain the surname of at least one partner, one of the indications: "i partner", "i partners" or "partner company" and the designation of a liberal profession performed in the company.

The special nature of a partnership is reflected in the way in which the legislator has regulated the liability of its partners. The company itself is primarily responsible for the company's obligations as a separate legal entity. The partners' liability is subsidiary, joint and several, and unlimited, and, importantly, it depends on the type of commitment. The partner will not be liable for the obligations of the partnership resulting from the performance of the freelance profession by other partners. The exclusion of liability in this respect also covers the consequences of actions or omissions of persons employed by the company on the basis of an employment contract or other legal relationship, who were subordinated to the management of another partner in the provision of services related to the company's business.

Example 1.

Adam M. and Joanna K. are partners of a partnership in which they practice as a legal advisor. The company's contractor - Jan S. suffered damage as a result of failure to fulfill obligations by Adam M., who independently handled the affairs of Jan S. Responsibility for the actions of Adam M. will be borne by the company, and Adam M.

Example 2.

Magda S. and Anna W. jointly run a partnership. The company has been in arrears with utility bills for some time. The company itself and both partners may be held liable. The partnership deed may provide that one or more partners agree to be liable as a partner in a general partnership.

Limited partnership

A limited partnership is an often chosen organizational form. A limited partnership, like other partnerships, does not have legal personality, but has been equipped with legal capacity. This means that the company may acquire rights and incur liabilities on its own behalf. A company entry in the register is a constitutive entry - a company is established only upon the entry.

The limited partnership agreement, its supplement or amendment requires the form of a notarial deed. It is also possible to conclude a limited partnership agreement using a template agreement. The provisions on the general partnership, the agreement of which was concluded using a template agreement, will apply accordingly.

The obligatory elements of a limited partnership agreement are:

indication of which of the partners corresponds unlimitedly, and which up to the amount of the limited liability;
company name and registered office;
the company's subject of activity;
the duration of the company, if specified;
designation of contributions made by individual partners along with an indication of their value;
the amount to which each limited partner is liable to the creditors (limited liability sum).

A limited partnership may be established by: natural persons, legal persons and statutory persons, in particular other commercial companies. A civil law partnership cannot be a partner of a limited partnership because it does not have legal capacity separate from the partners. The partners of a limited partnership fall into two categories. There are differences in both the responsibility borne and the authority to represent the company.

The general partner, i.e. the so-called active partner of the company, bears full responsibility for the obligations of the company, and also runs its affairs and represents it. The second type of partners in a limited partnership is a limited partner known as a passive partner. As a rule, he does not manage the affairs of the company or represent it. His liability is limited to the sum of the limited liability. The limited partner's sum (i.e. the limited liability scope of the limited partner's liability towards the creditors) is determined separately for each limited partner. The surname of at least one general partner should be entered in the company's business name along with the designation "spółka komandytowa" (in trading it is allowed to use the abbreviation "sp.k."). Often a legal person becomes an active partner (general partner) - then the company name of a limited partnership should contain the full name of the legal entity with the additional designation "limited partnership". If in a limited partnership there is a natural person next to the legal person who is also a general partner, there are no obstacles to include his name in the company. The limited partner's name or business name is not entered in the company name of the limited partnership. The result of such an action would be a change in the scope of his responsibility. A limited partner whose name or business name is placed in the company name is liable to third parties in the same way as a general partner. Limited partnership as an organizational and legal form of running a business is very popular. The attractiveness of a limited partnership is determined by both the manner in which individual partners are responsible and tax issues. The company itself is not a taxpayer of income tax. They are individual partners who, if they are natural persons, can choose between flat tax and taxation according to the tax scale.

A limited liability company is often found in trade. limited partnership, i.e. a limited partnership in which the general partner is a limited liability company, and the partners of the limited liability company act as limited partners. This solution uses all the advantages of a limited partnership structure, as it allows to limit the liability of natural persons and avoid double taxation.

partnership Limited by shares

The combination of the limited partnership and the joint stock company is a limited joint-stock partnership. It has legal capacity and legal capacity. As in a limited partnership, at least one of the partners is responsible for the partnership's obligations (general partner). The partners of the second type are not responsible for the obligations of the company and have no right to represent it (shareholders). With regard to the legal relationship of general partners, the provisions on general partnerships shall apply accordingly, while in other matters - provisions on joint-stock companies, and in particular provisions on share capital, shareholders' contributions, shares, the supervisory board and the general meeting. Unlike a limited partnership, a limited joint-stock partnership may have bodies - a supervisory board and a general meeting.

The advantage of a limited joint-stock partnership is the freedom that partners have in the operation and organization of the company.

The articles of association of a joint-stock company require the form of a notarial deed and should contain:

company name and registered office;
the company's subject of activity;
the duration of the company, if specified;
designation of contributions made by each general partner and their value;
the amount of the share capital, the method of its collection, the nominal value of the shares and their number, indicating whether the shares are registered or bearer;
the number of shares of each class and the rights attached to it, if different types of shares are to be introduced;
surnames and forenames or business names of the general partners and their registered offices, addresses or addresses for service;
organization of the general meeting and the supervisory board, if the law or the articles of association provide for the establishment of a supervisory board.

The founders of a limited joint-stock partnership are the persons signing the statute, however, in accordance with the statutory requirement, it should be signed by at least all general partners.

In the company of a limited joint-stock partnership, one or more general partners are marked as well as the phrase "spółka komandytowo-akcyjna" (it is allowed to use the abbreviation "S.K.A." in trading). The same as in a limited joint-stock partnership, if the general partner of a limited joint-stock partnership is a legal person, the name of the limited joint-stock partnership should contain the full name of the legal entity's name with the additional designation "spółka komandytowo-akcyjna" (this does not exclude the name of the general partner, which is a natural person).

Importantly, in the case of a limited joint-stock partnership, double taxation takes place - at the level of the company's income (CIT) and at the level of dividends paid to partners.

limited liability company

Private Limited company. it may be created for any legally permissible purpose, by one or more persons. Private Limited company. may be established by one person with the proviso that the sole founder cannot be another one-person limited liability company Partners of the limited liability company both natural persons, legal persons and organizational units that are not legal persons, to which the law recognizes legal capacity, may become. A personal commercial company may become a partner of a limited liability company. Limited Liability Company Agreement should be concluded in the form of a notarial deed (it may also be concluded using a template contract) and specify:

company name and registered office;
the company's subject of activity;
share capital;
whether a partner may have more than one share;
the number and nominal value of shares acquired by individual partners;
the duration of the company, if specified.

The primary duty of the partners of a limited liability company is to make contributions to cover the share capital. Pursuant to the applicable regulations, the share capital may not be less than PLN 5,000, and the nominal value of the share may not be less than PLN 50.

The name under which the limited liability company will operate (company name), it can be any, with the reservation that it should contain an additional designation "limited liability company" (in trade it is allowed to use abbreviations: "spółka z o.o." or "sp. z o.o."). Unlike partnerships, a limited liability company acts not through partners, but through its bodies.

The popularity of the limited liability company largely due to the limited risk of partners. Along with the entry in the register, the limited liability company acquires legal personality. This means that it incurs obligations and acquires rights on its own behalf. Liability of the partners of a limited liability company as a rule, it is limited to the contribution made to the company's share capital. Due to the limited liability of the partners, as well as the relatively low amount of the share capital of the limited liability company. is a frequent choice of people for whom sole proprietorship as a form of business activity is no longer sufficient. Are you considering transforming a sole proprietorship into a limited liability company? Find out more on how to do this. Private Limited company. is a taxpayer of corporate income tax (CIT). The shareholders' income from shares (dividends) is also taxed. The company is also a VAT taxpayer.

An additional cost related to running a business in the form of a limited liability company is the requirement to keep full accounting.

Joint-stock company

A joint stock company is a legal person. It works through its organs. A joint-stock company may be established by one or more: natural persons, legal persons (with the proviso that it cannot be established by a sole proprietorship limited liability company), organizational units without legal personality that have legal capacity.

The articles of association of a joint-stock company require the form of a notarial deed and should specify:

company name and registered office;
the company's subject of activity;
the duration of the company, if specified;
the amount of the share capital and the amount paid before registration to cover the share capital;
the nominal value of the shares and their number, indicating whether the shares are in registered or bearer form;
the number of shares of each class and the rights attached to it, if shares of different classes are to be introduced;
surnames and forenames or company (names) of the founders;
the number of members of the management board and supervisory board, or at least the minimum or maximum number of members of these bodies and an entity authorized to determine the composition of the management board or supervisory board;
a letter for announcements, if the company intends to make announcements also outside the Court and Economic Monitor.

A joint-stock company is entitled to issue shares on the stock exchange. Establishing a joint-stock company requires a higher capital commitment than in the case of a limited liability company, as the minimum share capital has been set by the legislator at PLN 100,000.

A joint-stock company is responsible for the liabilities with its own property, and the shareholders bear only the economic risk. It is a form intended for large entities operating on a large scale.

Types of companies in Poland - simple joint-stock company

From March 1, 2020, you will be able to take advantage of the new legal structure of a simple joint-stock company. PSA is to combine the advantages of a joint stock company with a new, more flexible form. Particularly noteworthy is the resignation from the share capital, which is replaced in PSA with share capital with a minimum value of PLN 1, as well as the possibility of flexible disposal of share capital, simplified rules of operation and a quick and relatively simple liquidation of the company.

PSA may be established by one or more people (it cannot be a sole proprietorship limited liability company only) for any legally permissible purpose, unless the law provides otherwise. The contract of a simple joint-stock company should be concluded in the form of a notarial deed or using a template contract, which requires a qualified electronic signature, a trusted signature or a personal signature.

The founders of the company may choose any company with the reservation that it should contain the designation "simple joint-stock company" (it is allowed to use the abbreviation "P.S.A." in trade).

The company is responsible for its obligations with all its assets, while the shareholders bear only the risk of loss of the funds contributed to the company. PSA will not have the status of a public company. Its shares will not be listed on the stock exchange. PSA will be the taxpayer of the corporate income tax. Its accounting will have to be kept in the form of accounting books.

Keeping the company's accounting in the wfirma.pl system

In the wfirma.pl system, it is possible to keep the accounting of a partnership owned by natural persons, i.e. a civil partnership, general partnership, general partnership, partnership, who use simplified accounting (KPiR or Revenue Register - lump sum).

When choosing accounting in the wfirma.pl system, you should first make the appropriate settings in the system. To do this, go to the SETTINGS »BASIC DATA AND OWNERS tab and select ENTITY WHICH IS NOT A NATURAL PERSON as the form of ownership, where, after selecting ADD OWNER, it will be possible to add information about partners.