Share capital of Limited Liability Company in Poland

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A limited liability company is one of the most popular legal forms of running a business in Poland. It is also the most frequently chosen company by foreign entrepreneurs who want to set up a subsidiary in Poland. One of the frequent questions we come across when helping such foreign companies is the question about the capital requirements that a limited liability company must meet. It is the amount of the company’s share capital.

What are the formal requirements related to the share capital of a limited liability company in Poland?

List of the most important requirements for the LLC’s share capital:

  1. The share capital of the company shall be divided into shares of equal or non-equal nominal value.
  2. The articles of association shall determine whether a shareholder may have one or more shares.
  3. The shareholder may have more than one share, all shares in the share capital shall be equal and indivisible.
  4. The share capital of the company shall be at least PLN 5,000.
  5. The nominal value of a share may not be lower than PLN 50.
  6. The shares may not be subscribed for below their nominal value. In a share is subscribed for at a price higher than the nominal value, the balance shall be transferred to the supplementary capital.

Contributions to cover the share capital of a limited liability company

Each share taken up by the partners must be covered by a contribution. The contribution may be monetary or in-kind contribution.

In the case of a cash contribution, the issue is simple. If, for example, when establishing a company, you acquire 50% of shares in the minimum share capital, i.e. 50 shares at PLN 50, you must contribute a minimum of PLN 2,500 to the company. Of course, in accordance with the above-mentioned conditions, you can contribute more than PLN 50 to cover one share.

When it comes to in-kind (non-cash) contributions, the matter is more complicated. If an in-kind contribution is to be made as contribution to the company for the purpose of financing the share in whole or in part, the articles of association shall specify in detail that in-kind contribution and the shareholder who makes such an in-kind contribution, as well as the number and nominal value of the shares acquired for such contribution. The subject matter of the contribution shall be at the sole disposal of the management board of the company.

Examples of in-kind contributions include:

  1. ownership of things and real estate,
  2. perpetual usufruct,
  3. enterprise or its organized part,
  4. share (in a fractional part) in the co-ownership of things,
  5. a patent or the right to a patent on an invention, a protection certificate or the right to this certificate on a utility model, a license to use an invention or a utility model, know-how, a trademark and proprietary copyrights
  6. equity rights (shares in companies and shares), bonds;
  7. rental or lease right
  8. claim (existing and payable) of the shareholder against the company
  9. certified banker’s check.