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Directors of a Limited Liability Company in Poland

Directors of a Limited Liability Company in Poland

Updated on Friday 11th September 2015

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The Limited Liability Company (Sp. z.o.o.) is the most common type of company in Poland. It can be established for any kind of activity and it requires a minimum share capital of 5,000 PLN. The Board of Directors in a Polish Limited Liability Company can consist of one or more individuals. The members of the board are appointed or dismissed by the shareholders of the limited liability company.
 
According to Polish law, a company may have a management board, that deals with the decision-making issues and a supervisory board that deals with specific monitoring activities. 
 
Company management in Poland
 
The management board is mandatory in a limited liability company. It deals with the daily activity of the company and represents the company before third parties. The management board has at least one member and a maximum number of members can be stipulated in the company’s Articles of Association.
 
The supervisory board is not mandatory for a Polish limited liability company unless the share capital exceeds 500,000 PLN and if the company has more than 25 shareholders. The supervisory body monitors all the activities of the company, including those of the management board. It must have at least three members that may be appointed and dismissed by the company’s shareholders.
 
Our Polish lawyers can provide detailed information about the company law in Poland.
 
Director’s eligibility requirements in Poland
 
Only natural persons can be appointed as a member of a management or supervisory board. Members must be fully capable to undertake legal transactions, thus certain age restrictions apply. Members of the management board cannot be members of the supervisory board at the same time.
 
Management board members can be removed from the board by dismissal, resignation or due to other causes. Management board members can resign at any time, provided that they present a written notice. 
 
Our lawyers in Poland can offer further information about the dismissal procedure in Poland
 
Director’s duties in Poland
 
The directors of a Polish limited liability company have specific duties and responsibilities. Members of the management of supervisory board can he held liable for the duties performed, under civil, criminal and organisational law.
 
A director’s civil liability is a liability for damage. The director is liable towards the company and can be liable towards third parties. If he or she is found guilty, the director must compensate for the losses.
 
If you are interested in opening a business in Poland, our Polish law firm in can provide complete company formation services in Poland and other related services, such as tax compliance. Please contact us for more information and a personalized offer.