This document outlines the articles of association for establishing a limited liability company in Poland. It details the company name and registered office, objectives, share capital structure and rights of shareholders, governing bodies including the shareholders' meeting and management board, procedures for meetings and board appointments, and provisions for dissolution or liquidation of the company. The articles comply with relevant sections of the Polish Commercial Companies Code and other applicable laws and regulations.

1. ARTICLES OF ASSOCIATION Ltd.
In Poland
Author
Julita Mortka – Lawyer, M&A expert, corporate and contract consultant
info@consuldimo.com | www.consuldimo.com | skype : julitamortka
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Note
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2. ARTICLES OF ASSOCIATION LIMITED LIABILITY COMPANY
I. GENERAL PROVISIONS
§1
The appearing persons hereby declare that, with a view to pursuing economic activity, they
hereby establish a limited liability company, hereinafter referred to as "company".
§2
1. The company name will be: ______________ limited liability company.
2. The company has the right to use the abbreviation __________Ltd.
§3
The company's registered office is located in _________________.
§4
The duration of the company is unlimited.
§5
The company shall operate the Polish Republic and abroad.
§6
The company operates under the Commercial Companies Code and current legislation.
§7
The company may establish their own branches in the country or abroad, and lead research
and development, sales and service facilities, and participate in other companies in the country
and abroad with the applicable rules in this area.
§8
1. Object of company:
a) PKD 32.4 Manufacture of games and toys
b) PKD 33.2 Installation of industrial machinery and equipment
c) PKD 46.1 Wholesale on request
d) PKD 46.6 Wholesale of machinery, equipment and supplies
e) PKD 71.2 Technical testing and analysis
f) PKD 72.1 Research and experimental development on natural sciences and engineering
g) PKD 74.1 Activity in the specialized design
h) PKD 74.9 Other professional, scientific and technical activities
i) PKD 85.5 Other education
2. If you need a permit or license from the relevant authorities, the company will begin
operations in this area, when they are available.
II. SHARE CAPITAL
§9
1. The share capital amounts to ____________ zł (in words _________________)

3. and is divided into ______ shares of nominal value______________ (in words _______) each.
2. Shares in the company are equal and indivisible.
3. Each shareholder may have more than one share. Payments for shares will be made in cash.
§ 10
1. Shareholders (founders) take up shares in the share capital as follows:
a) _____________ takes up __________ shares, at ________ zł (in words _______) each
with the aggregate sum of _______ zł (in words: _____________)
b) _____________ takes up ________ shares, at ____________ zł (in words _____), each
with the aggregate sum of ____________ zł (in words __________)
2. The shares referred to in point 1 above were contributed as follows:
a) Shareholder ___________ has covered his share in cash from personal property
b) Shareholder___________ has covered his share in cash from corporate assets.
§ 11
1. Disposal or pledge of shares requires the consent of the company. The consent shall be
expressed by the Management Board in writing with the signature notarized.
2. In case of refusal to consent by the Management Board, consent to transfer may be granted
by the court of registration, but only for important reasons.
3. In the case referred to in point 2 par. 11, the company may, within a period specified by the
registry court, present the new buyer. In the case of lack of agreement, the purchase price and
date of paymen, shall be established by the registration court at the request of a member or a
company.
4. The other shareholders have a right of priority and pre-emption in the purchase of shares
held for sale.
5. The intention to sell shares in part, fraction or all the shareholder must notify to the
Management Board, at least 2 weeks before the date of disposal.
6. The Management Board is required to submit a proposal of disposal of shares to other
shareholders, who, within 14 days of the notification may exercise the right of priority and / or
pre-emption. Failure by the other shareholders means dispense with the exercise of the right
of priority and pre-emption.
7. Notwithstanding the provisions of point 6 par.11, the remaining shareholders may waive
their right of precedence and pre-emption, before the date indicated in section 6 par.11.
8. Disposal of share or a part or fraction thereof, or pledge of such share shall be made in
writing with signatures certified by a notary.
§ 12
1. Shareholders undertakes to make additional payments within numerically specified amounts
in proportion to their shares to cover losses of the company disclosed in balance sheet, which
can not be higher than 100% of the contributed shares.
2. The amount and timing of additional payments will be determined as necessary by the
resolution adopted by General Meeting of simple majority of votes.
§ 13
1. Shareholders shall have the right to participate in profit shown in annual financial
statements in proportion to shares held in the company, unless otherwise decided by the
shareholders' meeting by a majority of ¾ of the votes cast.
2. The financial year of the company coincides with the calendar year.
3. Shareholders have a monthly advance payment of dividend in the amount of income tax.
III. COMPANY'S AUTHORITIES

4. § 14
The governing bodies of the company are:
1. Shareholders' Meeting
2. Management Board
§ 15
The following issues require resolution of the shareholders' meeting:
1. approval of the company's development and long-term plans for its business,
2. examination and approval of a management board report on the company's operations,
financial statements for the previous financial year and acknowledgment of the fulfilment of
duties by members of company's authorites
3. provision for damages suffered during the establishment of the company or its management
4. disposal or lease of the business enterprise or an organized part thereof, or establishment of
a property right thereon
5. acquisition and disposal of real estate, or interest in real property
6. reimbursement of additional payments
7. execution of the agreement referred to in Article. 7 Code of Commercial Companies
8. coverage gains or losses,
9. appointment and dismissal of board members,
10. increase or decrease of capital,
11. acceptance or recourse to the courts on the exclusion of a shareholder,
12. amendments of articles of association,
13. review and decide on applications made by the management board,
14. dissolution and liquidation of the company,
15. merger, transformation, division of a company
16. disposition of the law or the incurrence of liabilities for which the mean purchases of fixed
assets or other goods in the value of intellectual property and incurring of liabilities (loans
leases, etc.) for each value of more than PLN 100 000.00
17. other matters provided by the Commercial Code.
§ 16
1. In the cases provided for in this paragraph, the shares of shareholders may be redeemed
with the consent of the shareholder through the acquisition of the share by the company
(voluntary redemption) or without the consent of the shareholder (compulsory redemption).
2. Compulsory redemption may be enforced if:
a) serious breach of contract by a shareholder
b) comply with the restriction of competition by a shareholder
3. Redemption of share requires a resolution of the general meeting adopted unanimously.
4. In the case of compulsory redemption, the shareholder is entitled to remuneration not less
than the value per share of net assets reported in financial statements for the last fiscal year,
minus the amount available for distribution to shareholders.
5. Upon of the consent of a shareholder, a share may be redeemed without payment.
§ 17
Under the provisions of this Articles of Association may be made up share capital increase of
500 000,00 zł on or before 31 December 2014. Such increase shall not be construed as a
amendment of articles of association.
§ 18
1. Resolutions of the shareholders' meeting shall be adopted by an absolute majority of votes,
unless the law does not provide for another qualified majority.
2. The meetings of the general meeting of the shareholder to one vote equivalent to one share.

5. 3. Shareholders' Meeting may be held in Krakow, Warsaw.
§ 19
1. Meeting of Shareholders may be ordinary or extraordinary.
2. Ordinary Meeting of the Board shall convene not later than six months after the end of the
financial year.
3. The Extraordinary Meeting shall be convened by the management board as it deems
advisable. Each shareholder is also entitled to convene an extraordinary general meeting of
shareholders.
4. Shareholder's meeting shall be convened by notices sent by registered mail or courier at
least two weeks before the date of the meeting, unless otherwise decided.. Instead, registered
mail or courier, a notice may be sent via email.
5. Shareholders take part in the general meeting in person or by proxy.
§ 20
1. Management Board may be one or two persons and consist of the President or the President
and board member. These functions can be used either as shareholders, as well as others.
2. Management Board members are appointed for a common four year term of office.
3. Management Board's member may not, without permission in writing of the general
meeting, deal with the competing interests of the shareholders or the members of the other
company, and lead to self-employment activity which is similar to the subject's actions.
4. Management Board members are entitled to remuneration or reimbursement of costs
associated with the duties under the rules adopted by the shareholders' meeting and by the
employment contract with the board members of the general meeting signed by proxy.
5. The function of the first President of the Board fully _____________, creating a single
Board.
§ 21
1. Management Board represents the company externally and manages its affairs.
2. The President of the Board shall have the right to self-manage the affairs of the company to
the extent not exceeding the usual activities.
3. In matters of extraordinary activities it's necessary adoption of a resolution by simple
majority of votes.
IV FINAL PROVISIONS
§ 22
1. Company may be dissolved in the cases provided for by law, and by way of a notarial
protocol found valid, the resolution of the shareholders of the shareholders or the company's
bankruptcy.
2. The resolution on dissolution must be by a majority of votes present at the shareholders
who represent at least three quarters of the share capital.
§ 23
1. Liquidation of the company may carry out management or liquidator elected by the
shareholders' meeting.
2. Liquidation is carried out under the company's business with the addition of "in liquidation".
3. From the moment of opening the liquidation proxy expires and the new one can not be
established.
§ 24
1. Fiscal year is the calendar year, with that first year ends on December 31, 2012.

6. § 25
The court may esclude a shareholder due to the iconcerning reasons upon the claim against
him performed by shareholders representing more than 50% of the share capital.
§ 26
In matters not governed by this Articles of asociation shall be governed by the Commercial
Companies Code and other normative acts currently in force.