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Commercial Companies are regulated in Polish Law by the provisions of the Commercial Companies Code of 15 September 2000 [1] . According to the definition included in Article 3 of the CCC, the documents of incorporation of a commercial company (articles of association for a limited liability company, or statutes of a joint stock company) set out that the shareholders undertake to reach their common purpose of making the contributions and, if instructed to do so by the articles of association or by the statutes, by cooperating in another stipulated manner. Therefore, it is typical for commercial companies that the shareholders undertake to cooperate while performing their common purpose, which is known as the loyalty obligation. Commercial companies are enterprises and must be registered in the commercial register at the National Court Register. Under Polish commercial law, there are two groups of enterprises in general-partnerships and capital companies.
Partnerships can be in the form of a registered partnership, a professional partnership, a limited partnership or a limited joint stock partnership. Partnerships are established in order to manage an enterprise, namely in order to conduct business through a legal entity under its own name separate from its partners. The main characteristics of partnerships include: personal liability of the partners for the partnership’s obligations, direct engagement of partners in the company’s activities, a permanent group of partners and the lack of legal personality. At least two partners are needed in order to form a partnership. A partnership is an organisational unit that does not have legal personality, but which does have legal capacity under the law. According to Article 8 of the CCC, a partnership may, in its own name, acquire rights, including the ownership of real property and other property rights, may assume obligations, and may sue or be sued. Therefore, it has legal capacity, the capacity to act in law, and the capacity to appear before the court.
Capital companies include limited liability companies and joint-stock companies. Companies are legal entities acting through their governing bodies. The shareholders of a company are not liable for the company’s obligations. The companies themselves are liable for their obligations with all their assets, and the guarantee for a company’s creditors comes from the obligation to maintain the share capital in the amount set out in the company’s articles of association or statutes. The characteristic features of companies include variable personal composition of shareholders and the rule of being governed by the majority, meaning that a shareholder’s position in a company depends on the number of shares held. Companies may have multiple shareholders or a sole shareholder.
In addition, two other legal forms must be indicated as used for performing business activity, namely the European company (Societas Europaea) and a European Economic Interest Grouping. These enterprises are incorporated on the basis of European Union Law, namely Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) [2] and the Council Regulation No 2137/85 from 25 July 1985 on the European Economic Interest Grouping [3] . These entities may be incorporated in the territory of the EU and may transfer their registered office to another member state. If they are incorporated with their registered offices in Poland, they must be entered in the commercial register in the National Court Register.
There is also a civil law partnership agreement (deed), regulated in the Polish law under Articles 860-875 of the Civil Code. As opposed to commercial companies, a civil law partnership is a legal entity independent from its partners and is not subject to being registered in the commercial register. A civil law partnership is an agreement for cooperation entered into between two independent enterprises who undertake to jointly implement a certain business purpose, based on the agreement, the purpose being one-off or permanent.
Due to the limits of this paper, only enterprises regulated under the Commercial Companies Code (CCC) will be discussed further.