Limited liability company is the second, aside from joint-stock one, capital-based company the operation of which is regulated by the provisions of the Code of Commercial Companies. It can be established by one or more natural persons or legal persons. It has to be pointed out that such a company cannot be registered by another limited liability company. Associates are only liable to the extent specified in the articles of incorporation.
Limited liability company has a legal personality, the liability of suchan entity is equal to the value of its assets, so the responsibility of associates is limited to their contribution. Associates are also not responsible for the liabilities of the company as such.Each and every associate can offer a non-cash contribution (apport) in order to cover his or her share in part or in its entirety. In such a case the agreement of incorporation should clearly specify the subject of such contribution, the name of the associate, as well as the amount and value of shares received in return.
To establish a limited liability company, the following are needed: concluding the agreement of incorporation, undertaking the payment allowing for the collection of the set initial capital, if possible – creating a financial surplus, as well as appointing the board and the supervisory council. If the initial capital exceeds PLN 500 000 and there are more than 25 associates, then there isalso the need to appoint members of an audit committee and to register such a company. The initial company capital should amount to at least PLN 5000 and the nominal value of a single share should not be lower than PLN 50.
The registration of a limited liability company will be beneficial if business operations are to be performed on a large scale while at the same time maximally protecting the assets of associated. What isalso important, even in the case of a sole limited liability proprietorship, an associate is not liable for the actions of such an entity and do not risk losing his or her assets, so the solution is remarkably beneficial.