LLC Articles of Association in Poland

LLC Articles of Association in Poland: Key Information and Requirements

Forming a limited liability company (LLC) begins with the conclusion of the articles of association, also known as the founding deed. This can be executed either as a notarized document or by using a template provided in the telematics system (known as the S24 system).

1. Articles of Association vs. Founding Deed

When an LLC is established by a single shareholder, it is referred to as a founding deed (Art. 4 § 2 KSH). This distinction is purely terminological. If the sole shareholder sells part of their shares, thus changing the LLC's status from a single-member company, there is no need to change the founding deed to "articles of association" and vice versa.

2. Form of the Articles of Association

According to Art. 157 § 2 KSH, the articles of association can be executed in two forms:

Notarized form
Electronically, using a template available in the telematics system, signed with a permissible electronic signature

If one of the LLC’s shareholders is another LLC or a joint-stock company and the other shareholder is a member of the board of such a company, it must be represented by a proxy or the supervisory board (Art. 210 KSH or Art. 379 KSH).

3. Key Elements of LLC Articles of Association

According to Art. 3 KSH, the shareholders agree in the articles of association to pursue a common goal through the contribution of assets. In practice, this common goal is often stated very generally. The obligation to contribute assets is typically indirectly indicated by specifying the number and nominal value of the shares each shareholder subscribes to in the contract.

4. Mandatory Elements of the Articles of Association

The mandatory minimum content of an LLC's articles of association, as per Art. 157 KSH, includes:

Company name
Registered office
Business purpose
Amount of share capital
Provisions on shareholders' shares

5. Optional Provisions

The articles of association may include additional provisions such as:

Duration of the company
Contribution of non-cash assets
Special rights and obligations of shareholders

6. Interpretation of the Articles of Association

The articles of association are a civil law agreement and are therefore subject to interpretation according to Art. 65 KC. This involves considering the circumstances of the declaration of intent, principles of social coexistence, and established customs.

This article is for informational purposes only and does not constitute legal advice. For professional advice, please consult a tax advisor or legal expert. If you have any questions, the AHK TECH team is here to assist you.

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LLC Articles of Association in Poland

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