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.
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.
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.