Limited Liability Company LLC (spółka z ograniczoną odpowiedzialnością Sp. Z o. o.)
In a limited liability company (LLC) in Poland, the partners can be individuals or legal entities, including other companies. The partners of an LLC can have one or more partners. However, there is an exception that a single-member LLC cannot be established by another single-member LLC.
In terms of the company’s management structure, it is recommended to have at least 2 shareholders to avoid additional insurance contributions. If there is only one shareholder in the company’s management structure, additional insurance contributions may apply due to their status.
Liability for obligations – the company is liable for its obligations with all its assets, and the members of the management board can be jointly and severally liable, but only if enforcement against the company proves to be ineffective. Partners (shareholders) are not liable for the company’s obligations. Members of the management board can be exempt from liability if they prove that they timely filed for bankruptcy or that the board has initiated settlement proceedings, or that the bankruptcy petition was not filed and the settlement process was not initiated not due to their fault, i.e., despite the fact that no bankruptcy application was filed and no settlement procedure was initiated, the creditor did not suffer any damage.
The company’s management board and other corporate bodies represent and manage the company’s affairs. The management board can consist of one or several members. The management board is not required to be composed of shareholder-partners (the functions of the management board can be carried out by individuals who do not hold company shares). The appointment and dismissal of the management board are decided by the shareholders (unless otherwise specified in the company’s articles of association).