A Limited Liability Company without a share capital and a solvency test are only part of the proposed changes, provided in the just announced bill amending the Code of Commercial Companies. The bill also assumes a simplified procedure for opening and conducting a business activity, particularly in the form of a general partnership and a limited partnership

The Government Legislation Centre has just published a bill amending the Code of Commercial Companies and some other acts. The purpose of the bill is to facilitate conducting a business activity in the form of a limited liability company by reforming the ownership structure of such a company, whilst providing appropriate instruments to protect creditors of the company. The change is intended to increase the attractiveness of a Polish limited liability company in an era of increasing competition in the EU company law.

The draft envisages introduction of shares of no par value in the limited liability companies and new asset structure of the company - the “traditional” structure with the share capital, the “alternative” structure with shares without a nominal value and the mixed structure.

The share capital in the limited liability company would be optional, and the minimum capital for starting this company would be abolished (currently it is PLN 5,000). A solvency test will be introduced to ensure the protection of creditors of the company. The test has to precede any payment from the assets of the company. Another institution aimed at creditors’ protection will be an obligatory supplementary capital in the limited liability company to depreciate future losses.

The changes also relate to the possibility of incorporating a general partnership and a limited partnership while using the standard contract which will be made available in the IT system (through the Internet).

The bill is currently under review.