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Poland SP.ZO.O.

SP.ZO.O. is a legal entity in Poland, whose full name is Spółka Z Ograniczoną Odpowiedzialnością, meaning limited liability company. The entity belongs to the Polish state/region, with ownership being consolidated, meaning shareholders jointly own the company. SP.ZO.O. is a type of limited liability company, implying that the shareholders' liability is limited to their capital contribution and they are not liable for the company's debts. The entity does not participate in the public market, thus it does not allow public stock offerings. According to Polish law, SP.ZO.O. needs at least one shareholder and one director. Shareholders can be of any nationality, and directors can be foreigners, so it is not necessary to appoint local residents as directors. Additionally, SP.ZO.O. does not require a company secretary. The minimum registered capital is 5,000 zloty, but if the registered capital is smaller, it can be paid in cash without the need to open a capital verification account. If the registered capital is larger, a capital verification account is required.
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Poland SP.ZO.O. Legal Entity Brief

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Poland SP.ZO.O. Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Poland SP.ZO.O. Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
At least one shareholder. Although having only one shareholder is allowed, it is not recommended: an individual who holds all the shares is compulsorily insured with ZUS (social insurance, or at least health insurance), whatever the company's revenue or salary. Moreover, in practice, an sp. z o.o. cannot be formed with a limited liability company as its sole shareholder, but the shares can be transferred to that company after incorporation, and it then becomes the sole shareholder.
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive

Poland SP.ZO.O. Registered Capital Requirement

Minimum Registered Capital Requirement:
1. 5,000 Zloty.
Capital Injection Not Required:
Negative
Capital Injection Requirement:
1. Notarial route: the share capital is paid in full before registration (KSH art. 163). S24: cash only, paid within 7 days after the KRS entry (KSH art. 158 § 1¹);
2. If the registered capital is small (e.g. 5,000 PLN), it can be paid in cash (the company director signs a declaration to prove that the cash has been received).

Poland SP.ZO.O. Memo

Memo:
It is recommended to register two shareholders for the Polish company, because an individual who holds all the shares is compulsorily insured with ZUS (social insurance, or at least health insurance), whatever the company's revenue or salary.

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