3. A Model Case:
⢠1 or more founders having an idea for
business (Founders)
⢠1-2 IT associates (IT)
⢠Business model based on new technologies
(mostly internet, mobile apps etc.)
⢠First round of Financing (seed/startup)
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5. Self â Employment (Private Enterprise):
PROS:
⢠Central Record and Information about Economic
Activity (CEIDG)
⢠Cheap and easy to setup and manage
CONS:
⢠No limited liability
⢠Tax â Personal Income Tax (PIT) flat (19%) or
progressive (18% and 32%)
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6. Civil Partnership (CLP):
⢠Agreement not an entity
⢠CLP is not a separate entrepreneur (partners
are!)
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7. CLP â Estate:
⢠Assets belong to partners â joint estate
⢠Joint estate is separated form personal
estates of partners
⢠Joint estate â special legal regime
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8. CLP â Managing:
⢠Generally management and representation
belong to all partners (no corporate bodies)
⢠Rules may be altered in Partnership
Agreement
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9. CLP â Liability:
⢠Partners are liable for debts toward 3rd
Parties
⢠Joint liability
⢠Right of recourse
⢠Canât be altered in Partnership Agreement
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10. CLP â Taxation:
⢠CLP â no legal capacity in tax law apart from
VAT
⢠PIT â on Partnersâ level
⢠Simplified accountancy
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12. SetUpYour StartUp
Typical solution:
⢠Limited Liability Company â âLtd.â (spĂłĹka z
ograniczonÄ odpowiedzialnoĹciÄ )
Special corporate vehicles:
⢠Limited Liability Company Limited Partnership - âsp. z
o.o. sp.kom.â (spĂłĹka z ograniczonÄ
odpowiedzialnoĹciÄ spĂłĹka komandytowa)
⢠Limited Liability Company Limited Joint- Stock
Partnership â âsp. z o.o. SKAâ (spĂłĹka z ograniczonÄ
odpowiedzialnoĹciÄ spĂłĹka komandytowo-akcyjna)
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LTD. â Estate:
⢠As a legal entity it has its own estate
⢠Fully separated from shareholdersâ estates
⢠Minimum share capital: 5.000 PLN
⢠Estate comes generally from:
ď§ Shareholdersâ contributions (cash or
contribution in kind)
ď§ Economic activity
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LTD. â Managing:
Ltd. is managed by:
⢠Board of Directors, Management Board
(usually Founders) â manages and
represents Ltd. on daily basis
⢠Shareholdersâ Meeting â makes most
important or strategic decisions
⢠Supervisory Board (generally optional) â
supervise actions of Board of Directors
15. SetUpYour StartUp
LTD. â Liability:
⢠Corporate Veil
⢠Liability of members of the Board of
Directors:
ď§ In case of bankruptcy toward 3rd parties
ď§ For unlawfull actions toward Ltd.
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LTD. â Taxes:
⢠Double taxation (CIT & PIT):
ď§ Company level (Company Income Tax â
19%)
ď§ Shareholders level (Personal Income Tax
â 19%)
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Ways to achieve the goal:
⢠The decision on relocating the
companyâs seat abroad under Polish
law
⢠Share deal
⢠Asset deal
⢠Cross-border mergers
22. SetUpYour StartUp
Ways to achieve the goal:
⢠The decision on relocating the
companyâs seat abroad under Polish
law
⢠Share deal
⢠Asset deal
⢠Cross-border mergers
23. SetUpYour StartUp
⢠The decision on relocating the
companyâs seat abroad under Polish
law
⢠What about EU Law?
24. SetUpYour StartUp
Asset Deal:
⢠The direct transfer of individual assets,
i.e. real estate, machinery, receivables,
etc. (the "asset deal")
⢠Key issues of the asset deal transaction
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Share Deal:
⢠In case of legal entities it is also
possible to acquire all majority of
shares (the "share deal")
⢠Key issues of the share deal
transaction
26. SetUpYour StartUp
EU Cross-Border Merger:
⢠Companies and limited joint-stock
partnerships may conduct a cross
border mergers in EU
⢠Important: the condition is that at
least two are subject to the laws of
different Member States