SMP

TAKE A SEAT

Poland

Typical legal form for start-ups

Spółka z ograniczoną odpowiedzialnością (Sp. z.o.o.)

Brief information

Polish start-ups usually choose the legal form of the Sp. z.o.o. It can be set up cost-effectively within 24 hours online. The minimum share capital is only approx. EUR 1,250 (PLN 5,000).

A PE/VC Fund may participate in the Supervisory Board if it is established. Rights for reservation of approval would make a case-by-case examination necessary.

The Management (zarząd) directs the Sp. z.o.o. In addition, an optional Supervisory Board (rada nadzorcza) can be established to supervise the Management. The articles of association may provide for reservations of approval by the Supervisory Board for certain management decisions, whereby the reservations of approval rights must leave sufficient room for the Management to make decisions. From an ordinary share capital of PLN 500,000 and more than 25 shareholders, the establishment of a Supervisory Board is mandatory.

Other legal form

Spółka akcyjna (S. A.)

Brief information

Conversion into an S.A. is usually only carried out in preparation for an IPO.

A PE/VC Fund may in principle participate in a Supervisory Board. Rights for reservation of approval would make a case-by-case examination necessary.

The S.A. always has a dualistic structure. The establishment of a Supervisory Board is mandatory.

A PE/VC Fund may in principle participate in a Supervisory Board. Rights for reservation of approval would make a case-by-case examination necessary.

The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.

In collaboration with: Gessel

Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018