Company Formation and Location in Poland
The Company´s Board of Directors
The Board of Directors conducts trades and represents a company externally - judicially and extra- judicially. It can consist of one or more members who are elected and dismiss on decision of the co-partners. In a partnership agreement may be appointed that a co-partner has the right to nominate certain persons to a post in the Board of Directors. The General Assembly of a company can resolve on a withdrawal of the members of a company at any time, independently from the demands of the members of the Board of Directors from existing employment, official or other legal relationships.
At the agreement concluded between two members of the Board of Directors and a company as well as in legal disputes between a member of the Board of Directors and a company , a company must be represented by a member of the Supervisory Board or a commissioner appointed by the General Assembly.
Representative authorization can belong independently to a member of the Board of Directors (sole representative right) or in cooperation with other members of the Board of Directors or a procurator (mass representative right).
The Supervisory Board/Auditing Commission
Inspection within a company belongs mainly to its co-partners, but it can also be shifted to the Supervisory Board or Auditing Commission. A necessary condition of forming the Supervisory Board or Auditing Commission have the companies with a basic capital exceeding 500, 000,- PLN and a number of partners is more than 25.
The General Assembly of a company
The General Assembly of a company has- according to compulsory legal regulations- a sole power to make decisions about the most important matters of a company: for example a controlling and verifying of a report about management of the Board of Directors, reckoning of a profit or loss, disburdening of members of the Board of Directors, Supervisory Board or Auditing Commission as well as shifting of competences and hiring of a company or an organized company branches and acquisition and shifting of competences to immovable property, inheritance laws or shares of immovable property.
On principle, the resolutions of co-partners are passed at the ordinary or extraordinary General Assembly of a company. A written adjustment beyond the General Assembly might take place only if all of the co-partners give their written agreement to the written adjustment, which is allowable. In this adjustment, the resolutions even without official convocation can be included in case of representation of a whole basic capital and none of the persons present at the General Assembly of a company opposes the assumption of single matters on the agenda. The ordinary General Assembly of a company must be hold in the course of six months of the end of the company's previous financial year.
The General Assembly takes place in corporate domicile. However, a partnership agreement can be appointed in the other place too, within the frame of the Polish border. Practically, the question which is asked frequently is related to a place of the General Assembly, namely outside of the Polish Republic. That is not possible.
Rights and Duties of Co-partners
Co-partners are obligated only to the duties specified in a partnership agreement. Among their principal activities are mentioned: deposit insert, compensation of unevenly contributed non-monetary deposits as well as notification of wrongly placed wages. To the property law we can add, apart from the others, participation at a balance profit which is divided by the General Assembly of a company. Speaking of the personal law of legal persons we can mention: participation at the regulations of a company as well as the far-reaching inspection law which can be limited when a company has established the Supervisory Board or Auditing Commission.
Since 1 January 2004 the Tax Rate for the Legal Entity Income Tax is 19 %. Today, considering the taxation of dividends, the Tax Rate is also 19 %.