Capital companies
i.e. a limited liability company or a joint-stock company. Capital companies in an organization may acquire rights in their own name, including ownership of the real estate and other rights in rem, incur liabilities, sue, and be sued. The following are jointly and severally liable for the obligations of a capital company in an organization: the company and the persons who acted on its behalf. Incorporated companies are primarily based on a material substrate.
In these companies, there is usually no connection between the company’s activities and the personal work of the partners. They have legal personalities. They are liable for their obligations with their own assets, which are separate from those of the partners. The personal liability of the partners, on the other hand, is excluded – their shares can only become worthless. In fact, the partners are only liable up to the amount of the share capital.
However, if enforcement against a limited liability company proves to be ineffective, the members of the management board of that company are jointly and severally liable for the company’s obligations unless they timely file for bankruptcy. In capital companies, the management of the company’s affairs is vested in the management board, representation is vested in the shareholders’ meeting and control of the business is vested in the supervisory board or the audit committee.
The object of contribution to a capital company may not be a non-transferable right or the provision of labor or services. A joint-stock or limited liability company is subject to corporate income tax (CIT at 19% of the tax base). Such a company requires full bookkeeping.
A limited liability company
It is a company to carry out activities for any legally permissible purpose and not only for economic purposes. This company may be established by one or more natural or legal persons. This company has a legal personality and is an independent subject of rights and obligations, different from the partners.
The share capital of the company must be at least PLN 5,000. The assets are created by the partners from contributions, which may be money or things and rights that represent property value and are transferable. A limited liability company is liable for its obligations with the whole property of the company, while its partners are liable only for the contributions made to the company.
If the incorporation of the company has not been reported to the registered court within 6 months from the date of conclusion of the articles of association, the articles of association are dissolved and the management board must liquidate the company.
Joint-stock company
It is a form of a company whose purpose is to collect capital from a very large number of shareholders. Its capital is divided into shares, which are securities. The shares are transferable and may be admitted to trading on the stock exchange. The company’s share capital should be at least PLN 100,000. Shareholders are only obliged to provide the services specified in the status and are not personally liable for the company’s obligations ( at most their shares become worthless).
A joint-stock company is an organisationally and financially separate legal entity. If within six months from the date of the drafting of the articles of association, the company has not been filed for registration or if the court’s decision refusing registration has become final, the board of directors shall immediately inform the persons having a legal interest thereof by the announcement and order the return of sums paid and contributions in kind.
