Company Law in Poland

The Company Law in Poland is composed from the Code of Commercial Companies, the Companies Act 2000, Accounting Act, Civil Code and Act on the National Court Register.

The Code of Commercial Partnerships is an extensive regulation of the Polish company law and commercial partnership laws. It establishes the basic requirements related to corporate governance: compulsory provisions for the articles of association, the attributions of the governing bodies, the rights and obligations of the shareholders.

Before you consider setting up a business in Poland, you should consult an authorized Polish lawyer in order to establish the particularities of the selected type of company and how the Polish company law applies to your business.

Types of companies in Poland

As established in the Code of Commercial Companies, there are several types of legal entities that can be formed in Poland:

• -       registered partnership;
• -       professional partnership;
• -       Polish limited partnership;
• -       limited joint-stock partnership;
• -       limited liability company;
• -       joint-stock company.

Particularities for each type of company listed above can be found in the Code of Commercial Companies. All companies must be registered in the National Register Court.

Laws about the company name in Poland

A company in Poland may choose any business name. However, the chosen name must include information about the type of company, either the whole designation or the abbreviation. The name must be different from the name of a company already registered in Poland. It may not resemble in any way the name of a company that operates in the same business sector and it may not confuse customers regarding the company’s object, identification, location, etc.

The name of the company can be changed by means of a special resolution of the company shareholders.

Provisions of the Polish Company Law regarding the necessary documentation

Certain documents are necessary in order to form a company in Poland:

• -       articles of incorporation for joint-stock companies;
• -       deeds for limited liability companies;
• -       by-laws.

The articles of incorporation and deeds should be executed in notarised form. The information included in the articles of incorporation and the deeds depend on the type of company they are drawn up for. A company can subsequently change its articles of incorporation or deed by a special notarised resolution of its members. For more information with respect to this matter please address to our attorneys in Poland.

Other requirements

Other aspects of the Commercial Code in Poland that need to be taken into consideration are the company structure and powers of the bodies that govern the company, specifications regarding the shares of the capital, minimum share, share registration and also requirements for general accounting practices.

Our Polish lawyers can give you all the necessary advice for a balanced management of your business and with qualified and complex consultancy related to the Company Law in Poland. Please contact us for more information.