Nominee Director Service in Poland
introducing poland

Nominee Director Service in Poland

    Hello dear reader, in this blog, I’m gonna make an overview of establishing a Polish company, as you might know in different jurisdictions there are different approach towards this services. In other European Countries Such as for example Georgia and the Czech Republic  this services are pretty new and there can be different approaches towards this service. Company formation is made quite simple in Georgia , for instance,  you can set up an offshore company online or in 2 days upon your arrival. It also became easier to form a company in the Czech Republic just following with three simple steps which is also known as company formation with POA. And finally, we aim to represent all the must know things about Polish company via differences of abovementioned European countries, stay tuned and keep reading up!

Polish companies - Buy Ready-made LLC

You can buy a ready-made, registered limited liability company, LLC  with the best, clean history. This is the best solution when you need to start a business right away. It will Save your time hereinafter, which will save your money! We offer registered companies with which you can start your business on the day of purchase. Our companies are assigned National Identification Number (KRS), National Business Register (REGON) and Tax Office (NIP) identification numbers.

Traits of Our ready-made companies:

  • KRS, NIP, Regon, VAT
  • 100% clear history
  • Ready to trade immediately
  • Flexible notarial action
  • Ability to choose a company name
  • Certificate of no liabilities
  • Minimal amount of formalities

Moreover, we make any changes in the company, for example, change of office, composition of the board of directors, change of name or change of its PKD code (Polish classification of business activities), etc., when you buy any of our companies, we can provide you with a registration address with very attractive terms. 

LLC formation in Poland

Foreign Companies

The company in Cyprus is an excellent solution for doing business within the EU, as well as in other parts of the world. Cyprus is a full member of the European Union and it has the lowest tax rate of 10%. Trust is the basis of doing business in Cyprus. Due to our leadership and experience in the market, we care about the high quality of our services. So we act and cooperate only with trusted and honest partners.

Requirements regarding the structure of the company:

  • Shareholders – A Cypriot company must have at least 1 shareholder . 
  • Directors – The company structure needs at least 1 director. It can be a natural or legal person – a resident of Cyprus or another country. The lowest tax system is used when appointing a nominated director from Cyprus.
  • Secretary
  • Address – The company is required to have an official address in Cyprus.

We always advise our clients that the majority of the Board of Directors should be from Cyprus, that the company should be a tax resident of Cyprus and be able to obtain a tax residency certificate and benefit from the double taxation agreements entered into in Cyprus Different states.

Our team can help you to register a Cypriot company . Time required – five working days for the registration of a Cypriot company registrar.

The company in Georgia, Our team will help you to set up an offshore company online or in 2 days upon your arrival.  Find Georgian LLC  company Registration made simple in Georgia! Good news! We can give you 100% Money back warranty.  We can help you in company registration in any city of Georgia Including, Company Registry in Tbilisi, Batumi, Kutaisi or any other city in Georgia. When it comes to LLC or LTD company registration in Georgia and support we do offer you quite a range of services. besides we can help you to find a legal address for your business and give after company formation support.

The company in The Czech Republic,  A Limited Liability Company (the same called – S.R.O.) is the most common and chosen type of business entity, especially for small and medium-sized businesses. Shareholders are not liable for the obligations of the company as their contributions are paid in full and are registered in the commercial register. The S.R.O. is liable for breach of obligations with all its assets. It is simple process to register your offshore company in the Czech Republic at the National Court of Register, but in order to prevent some risks related to paperwork we are open to assist any kind of requirement from you. Find your offshore company formation agent!  you can Register your Czech company Remotely with POA, just with three simple steps. besides we can help you to find a legal address for your business and give after company formation support.

Director/Officer requirements in Poland

A professional partnership may be appointed to the Management Board. In other partnerships, the business is run primarily by partners.

Commercial companies are represented by members of the Board of Directors.

The appointment of a Supervisory Board or Audit Committee is mandatory only if the share capital exceeds GEL 500,000 and if the company has at least 25 shareholders.

It is always necessary to appoint a supervisory board or audit committee. In limited joint stock companies, a supervisory board should be established where the number of shareholders exceeds 25. In simplified joint stock companies, the supervisory board is elective.

In branches and representative offices, the person representing the founding foreign company must be listed in the business register.

Address, compliance, accounting, tax and legal advice in Poland

Creating a company is just one step in starting a business. Let us help you with the day-to-day activities that need to be done in the enterprise. We take care of boring things, you concentrate on the management of the company.

  1. Registered address – Virtual Office. 

  2. Accounting / Payroll
  3. Corporate secretarial compliance

  4. Tax and legal assistance

Step by Step

Get your assistant help and ease your Setting up procedure!

Nominees

Every Polish company should have a board of directors. From an operational point of view, it often makes sense to have at least one director of a Polish company in Poland.

If you do not want to hire a local director, we can offer a senior, professionally qualified individual for the position of Nominated Director of your Polish company. It is possible to determine the exact authority of this person. For example, a nominee is only allowed to sign certain official documents or make a transaction with local taxes only up to a certain amount.We can provide this assistance permanently or shortly after the acquisition of the company on the shelf. Often, in the first stage of entering the market after acquiring a new company in Poland, it can be useful.

We can also offer the proposed shareholder to a Polish shelf company where needed.We can not promise to be able to provide this service to all investors.

Powers, Duties and Responsibilities of the Director of Polish LLC

The “director” of a Polish company can be a member of the board of directors or any employee who is given some internal authority but is accountable to the board of directors. Accordingly, the “Director”, who is not a member of the Board of Directors, has no obligation / authority to perform the Company on the Company (unless otherwise authorized by the Board).

Although the board of directors is considered to have the authority to conduct the company business in all matters and to represent the company before third parties, this authority is subject to numerous restrictions. First, there are statutory restrictions where certain activities (e.g., purchase or disposal of real estate, management or subordination of a company enterprise, etc.) must be agreed upon by shareholders. Second, restrictions (and often) restrictions may be imposed in association rules. The third group includes restrictions, but also obligations imposed by shareholders. In short, shareholders may not only demand that the board of directors not do certain things, but may also demand that certain actions be taken by the directors.

This means that shareholders have a de facto influence on virtually every important issue of the company (including issues such as the decision to pay dividends), where the directors’ recommendation is only a recommendation to shareholders who then decide freely. As they like).

That said, it may be practical to know what authority directors actually have.

First, it is the board of directors that manages the company and manages its operations (shareholders cannot do this directly). That is why it has been said before that every member of the board is actually the CEO. Second, these are the directors who represent the company to third parties (sign contracts or other statements and receive statements from other parties). Shareholders cannot do this.

As already mentioned, shareholders can oppose certain decisions of the directors, refuse to consent to them, or even refuse the decisions of the directors and ask the directors to do something.

However, unless this issue is required by the shareholders’ consent in accordance with the law (charter), non-compliance with the shareholders’ decision or instruction will not affect the completeness and effectiveness of the directors’ actions. Thus, for example, if the charter (but not the charter) of the association requires the consent of the shareholders prior to the agreement on any kind of agreement, the agreement entered into without such consent will still be valid for the company. However, this can lead to the liability of directors.

Notwithstanding the articles contrary to the articles of association and the provisions of the shareholders’ resolutions, the directors have the right to represent the company and oblige it cannot be excluded against a third party. However, this does not mean that any director can always charge the company.

In short, unless otherwise provided by the charter of the association, at least two directors (or a director and a commercial representative (prosecutor)) must act together to communicate effectively with the company. Articles often change according to this rule and provide for the assumption of individual authority or authority depending on the class of directors (e.g. the chairman of the board is allowed to act alone but other directors are asked to act in pairs).

Another vital point to remember is that Polish law does not provide for any authority recognized or disputed by a person as a director. Both the names of the directors and their rules of conduct (individually or in any other specific configuration) are reflected in the Commercial Register (usually as KRS). Consequently, a third party may not say that they were unaware, for example, of the joint representation of two or more directors used in that company.

What directors can do is one thing, and what they have to do is another. Their authority to deal with the Company’s affairs is effectively linked to the responsibilities that ensure that such matters are properly managed and in the best interests of the Company.

In addition, directors are particularly responsible for ensuring the proper and timely preparation of statutory submissions (including tax and corporate files), the preparation of the annual report of the company, the annual financial statements, the convening of shareholders’ meetings, the maintenance of shareholding, and so on.

The powers and responsibilities of directors relate to their responsibilities, the company and third parties.

In the case of internal liability, the general rule is that a director may be liable to the company if he caused damage to the company and caused such damage by the director’s action or omission that was unlawful or violated the rules of the association. Unless any of the culprits can be attributed to the director. It should be noted that if the company does not request the director responsible to the company within the specified period, any shareholder can sue such director on behalf of the company.

A separate point of internal responsibility refers to the so-called corporate responsibility of the director, which means that the director’s non-compliance, the charter of the association or the instructions of the shareholders may lead to his dismissal. A vital comment here is that the law does not protect directors from being fired from such positions, and this decision can be formally made by shareholders at any time, including without the possibility of a prior hearing by the director.

External liability (towards third parties) is subject to broad restrictions. In principle, although Polish law has no equivalent in the corporate veil doctrine, a similar concept applies to directors in practice.

In short, directors can be held liable for a company’s debt only if enforcement against the company proves ineffective, and no statutory exceptions apply. These exceptions include, in particular, filing a bankruptcy petition for the Company in a timely manner, unless the filing could be done through the fault of the Director, or, despite the failure of the bankruptcy proceedings, the Company’s creditors were not harmed.

In addition to the above remarks relating to corporate and civil liability, the actions or omissions of directors may be subject to tax, administrative or criminal liability.

The latter categories are the most severe and can result in fines, probation or even imprisonment.

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