Economic Activities vs. Commercial Societies

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What are the differences between economic activities and commercial partnerships?
Are you going to open a business alone or with partners? What taxes do you have to pay? What will be the company's representation? What is the minimum capital?
Sua voz em Direito is a podcast produced by lawyer Ernestyna Niemiec in partnership with Fundacja Portugalia that seeks to demystify Polish law.
Support never before given to the Portuguese community in Poland.

🎙️ Your Voice in Law: Commercial Companies in Poland

Published in collaboration with Fundacja Portugalia

By: Ernestyna Niemiec – Polish lawyer

Introduction

Welcome to another episode of the podcast Your Voice in Law, produced with Fundacja Portugalia, for Portuguese speakers living in Poland.

Previously, we discussed how to set up a sole proprietorship. Today, we explore commercial companies, especially the limited liability company (Sp. z o.o.), a popular business form in Poland.

What Are Commercial Companies?

Key differences from sole proprietorships include:

Multiple founders
Legal and tax responsibilities
Formal accounting systems
Representation structure
Minimum capital requirement

Limited Liability Company (Sp. z o.o.)

1. Who Can Found It?

Individuals or legal entities can form a company.

⚠️ A single-person LLC cannot be founded by another single-person LLC.

2. Company Name

Must include “limited liability company” or the abbreviation “Sp. z o.o.”.

3. Company Contract

Signed:

Notarized, or
Online (if contributions are in cash only)

4. Registration

Must be registered with the National Court Register (KRS).

5. Legal Personality

The company acts independently in legal and commercial matters.

6. Share Capital

Minimum is 5,000 PLN.

7. Corporate Structure

Includes:

Shareholders’ Assembly
Management Board
Optionally: Supervisory Board

8. Representation

Typically by two board members together, unless otherwise defined in the company statute. A proxy may be appointed.

9. Responsibility

The company is liable for its own obligations.

Board members are liable only in specific cases.

Conclusion

Setting up a limited liability company in Poland provides legal protection and flexibility. Seek advice to ensure compliance.

📧 For questions or more info, write to info@fportugal.com