The Commercial Companies Code (KSH) currently in force in Poland was introduced by the Act of September 15, 2000 (Journal of Laws 2000 No. 94 item 1037, as amended). It is a basic legal act regulating the subject of commercial companies. It norms the processes of their establishment, operation, transformation and resolution. In other words, it shows how some entities set up to run a business can be traded.
The commercial law deals with professional trade, that is, in which there are entities professionally operating in the economic trade (commercial companies). It should be remembered that in Polish law there are also other forms of self-employed economic activity:
– sole proprietorship, undertaken by natural persons on the basis of the Entrepreneurs’ Rights,
– a civil partnership, regulated by the provisions of the Civil Code.
This article covers the subject of only commercial companies, that is, those regulated by the Commercial Companies Code.
Types of commercial companies
Trading companies are divided into personal and capital.
The first group includes the following companies:
- joint-stock company,
The second group includes companies:
- joint-stock company,
- limited liability company.
Each of them performs slightly different tasks.
They are characterized by the fact that they are based on a personal relationship between the partners and their direct involvement in the company’s operations. As a rule, there are no organs in such a company, i.e. separate decision-making bodies. A partnership is an independent entity, acting on its own behalf in the course of business. He has his own assets, he can acquire rights and incur liabilities on his own account. However, the company’s partners (except for the legal exceptions) bear joint and several liability for their debts. He can take part in a lawsuit on his own – sue and be sued. However, he is not a legal person, but an organizational unit with legal capacity.
A partnership is established upon its entry into the National Court Register. However, this activity must be preceded by the conclusion of a written contract (in the case of a limited joint-stock partnership – a statute). The articles of association and the founding agreement of the partner company must additionally have the form of a notarial deed. Termination of the existence of a partnership is related to its deletion from the National Court Register.
Most often, they are appointed to run large enterprises. In contrast to partnerships, they have legal personality and share capital. Shareholders, in principle, are not legally responsible for the company’s liabilities. The bodies are appointed to conduct the affairs of these companies. There is a clear distinction between owners and managers, although partners may be part of the bodies. Capital companies may be sole proprietorships. Without smoothly, there may also be changes in the personal partners, because capital is of primary importance here.
The individual companies are described in detail in the Code of Commercial Companies. It is necessary to familiarize yourself with its provisions before choosing the form of conducting the business most convenient in a given case.