POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
Shareholders ’ meeting The shareholders’ meeting makes the decisions on the company’s most crucial affairs, as stipulated in the articles of association or in the Commercial Com - panies Code, which distinguishes between “ordinary” and “extraordinary” shareholders’ meetings. The first must be held within six months of the end of each financial year and should adopt resolutions to approve: • the management board report; • the financial statement for the previous financial year; • the distribution of profits or financing of losses; and • the discharge of duties by members of the com - pany’s corporate bodies. Supervisory board A supervisory board or audit committee is optional as long as the company’s share capital does not exceed PLN500,000 and there are no more than 25 share - holders; if appointed, it must be composed of at least three persons. The role of the supervisory board is to exercise day-to-day supervision over all areas of the company’s activity. It may give the management board instructions, but they are not binding. The audit com - mittee’s duties are limited to reviewing the financial statements and the management board’s motions to distribute profit and cover loss. The shareholders of a limited liability company are not personally liable for the company’s liabilities. The company is treated as a legal entity separate from its shareholders, so the shareholders may lose only their investment in the company. A limited liability company is quite a flexible vehicle, suitable for numerous purposes. Joint stock company In general, a joint stock company ( spółka akcyjna , or S.A.) is quite similar to a limited liability company in its three corporate bodies (the general meeting, the management board and the supervisory board), which share most characteristics and competences. The fundamental difference is that a joint stock company may raise its capital by public subscriptions and issue shares in the form of securities, so the form is usually used by businesses intending to raise capital through
In contrast to regular competition law proceedings before the Polish Competition Authority (PCA) (where one may appeal to a special court), the FDI regime will follow the standard administrative appeal route; appeals will be decided by administrative courts. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity Foreign investors usually operate in Poland through one of the available domestic entities. However, it is not uncommon for investors (especially from the EEA) to register an overseas company as having a branch or representative office in Poland, without incorporat - ing a new Polish legal entity. The choice of an appropriate legal form usually depends on the nature of the contemplated business. Most Common Forms of Legal Entities in Poland Limited liability company A limited liability company ( spółka z ograniczoną odpowiedzialnością , or sp. z o.o.) is the most popu - lar form of corporate vehicle in Poland, which can be established for nearly all business purposes, except in situations where the applicable law requires another form of legal entity (only a joint stock company can be listed on the stock exchange). The minimum share capital of a limited liability company is PLN5,000, and the nominal value of one share may not be less than PLN50. There is no minimum number of sharehold - ers, so the company may have only one shareholder. However, the company may not be formed by another sole-shareholder limited liability company. The governance structure includes the following cor - porate bodies. Management board The management board manages the affairs of the company and consists of at least one member appointed from among the shareholders or outsiders. Unless the articles of association provide otherwise, the members of the management board are appointed and dismissed by way of a resolution passed by the shareholders’ meeting.
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