Because of the relative ease of starting and managing a limited liability company, it is arguably the most popular corporate vehicle in Poland. „Limited liability” means that shareholders share the limited risk of liability in case of bankruptcy or any other similar event, especially when creditors claim rights to the company’s assets. Every shareholder is personally liable only for the amount of their contribution to the capital. This is possible because the limited liability company has a separate legal status.

Management Structure

Shareholders’ Meeting Board
The Shareholder’s Meeting Board is the most important decisive body of the limited liability company. Generally, there are two types of shareholders’ meetings: ordinary and extraordinary. The former is held after the preparation of the financial statement concerning the last financial year, within 6 months. The primary purpose of the ordinary meeting, besides enacting the resolution on the financial statement, is to maintain the distribution of profits in the form of dividends between the shareholders.

An extraordinary shareholders’ meeting shall be convened in instances specified in the Code of Commercial Companies or the articles of association, and also in instances where the authorities or persons authorized to convene shareholders’ meetings deem it appropriate.

Management Board
The Management Board is the representative and decisive body of the limited liability company. Members of the company’s management board are appointed or dismissed by way of a resolution made at the shareholders’ meeting, under the AOA. The management board consists of at least one member (shareholder or outsider). Appointing members of the board requires a resolution of shareholders. When a member of the management board is appointed for a period exceeding one year, his mandate will expire on the date of the general meeting of shareholders approving the financial statements for the last full financial year of performing the function of a member.

Supervisory Board and Audit Committee
The supervisory board or the audit committee are obligatory in companies whose share capital exceeds 500,000 PLN and where there are more than 25 shareholders. The supervision may result in the guiding instructions or reports that can be submitted to the shareholders or the management board. The statute of the company determines the procedure for establishing a supervisory board. A member of the management board, holder of commercial power of attorney, liquidator, head of branch or plant, chief accountant, attorney-at-law or advocate employed with the company shall not, at the same time, be a member of the supervisory board or auditors’ committee. As for the audit committee – its ultimate purpose is to supervise the flow of the capital and the correctness of the annual financial statements.