10 things to keep in mind when running a limited liability company.
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Założenie i prowadzenie spółki z ograniczoną odpowiedzialnością wymaga nie tylko spełnienia formalnych wymogów, ale też zrozumienia, jak działa ta forma prawna w praktyce – szczególnie w 2025 roku, kiedy zmieniają się podejścia do księgowości, ZUS-u, odpowiedzialności członków zarządu czy kontroli podatkowych.
Jeśli planujesz założyć spółkę z o.o. lub już nią zarządzasz, ten poradnik pokaże Ci, na co zwrócić uwagę – od wyboru siedziby, przez obowiązki wobec urzędów, aż po codzienne operacje i bezpieczeństwo płatności.
Running a limited liability company. - what you should know about
At the time of registration of a company in Warsaw, Poznan, Wroclaw or any other city, it is worth keeping in the back of your mind that it will be necessary to appoint statutory bodies of the company, for which you need to have suitable candidates.
The most important body of a limited liability company is the shareholders' meeting, which decides on the most important matters. At least once a year, it approves the fiscal year and management reports. If necessary, it is convened more frequently.
Another mandatory body of a limited liability company is the board of directors. The board manages the day-to-day operations and represents the company to the outside world.
A supervisory board must be appointed in companies with more than 25 shareholders and a share capital of more than half a million zlotys.
1. legal personality of the company
A limited liability company acquires legal personality when it is registered in the appropriate place, the National Court Register. Before that, while it is a limited liability company in organization, it can operate and perform its tasks, but it does not have full legal personality.
2. Wybierz odpowiednią siedzibę spółki i adres
The experience of many people who run companies in Poland suggests that Warszawa is the best place to be based. There are so many companies here that offices don't have time to dig through documents prophylactically.
As for the place of registration itself, the right to the premises where you register the company is indispensable. This cannot be done, for example, in a rented apartment without the consent of the owner of the premises.
A good option is to set up a virtual office in Warsaw, providing a prestigious address in the capital and handling correspondence without the high cost of renting physical space.
3. select members of company bodies
The shareholders' assembly does not need to be elected, as they are simply the people who founded the company by making contributions to it.
The shareholders' assembly elects the company's mandatory body, the board of directors. It also elects the supervisory board. If the obligation to appoint it is not imposed top-down by law, the necessity of its appointment can be written into the articles of association.
4. how about the liability of the members of the board of directors of a limited liability company?
The liability of members of the company's board of directors is not limited like that of shareholders to the amount of share capital. A management board member is liable to the company for damage caused by his act or omission contrary to the law or the provisions of the articles of association, unless he is not at fault.
5. bookkeeping of the limited liability company. - Concluding a contract and reporting for VAT
A limited liability company must keep what is known as full accounting. It cannot keep accounts in the form of a lump sum registered, tax card or income and expense book. In practice, this means the need to conclude a contract with an accounting firm.
VAT reporting must be done before the first taxable activity is performed. There is no obligation to report for taxation until a certain value of sales has been obtained, unless otherwise stipulated by law in a particular type of activity.
6. social security in a limited liability company. - take care of the notification
Partners in a limited liability company are not subject to mandatory social insurance. Those employed by the company are subject to it. An exception is a one-person limited liability company. Its sole partner/owner must pay Social Security.
7 Taxes in a limited liability company - how to pay them?
If a limited liability company has a profit it must first pay corporate income tax - CIT at 19 or 9 percent. After paying CIT, the company can distribute the profit to the partners. They will pay PT tax on it, which the company is obliged to collect.
8. money and payments in a limited liability company. - Their turnover and form
In business-to-business transactions, you can pay in cash or cashless. However, there is a limitation. For transactions with a gross value of more than 15 thousand zlotys, a non-cash payment obligation arises.
9. When hiring employees, remember to have a proper contract and documents
When hiring an employee, first of all you need to sign an employment contract with him. The next obligation is to send him for an examination by an occupational physician and for health and safety training. The employer must also report the employee to the Social Security Administration.
10. verification of contractors before payment
The company, when paying the other company, is required to check it on the White List of VAT payers and transfer the money to the account entered there.
Are you planning to run a limited liability company?
If you are planning to establish and operate a limited liability company in the traditional way or via the Internet we can help. Biznes Spot business support center offers to take care of all the formalities when setting up a company. We can also help you overcome other problems on the way to your own business.
