A one-person limited liability company is a company in which all shares are held by one shareholder. In some cases a company, in which the other partner has only a symbolic share, may also be regarded as a one-man company.
The first problems may arise with the representation of the company and actions between the company and the shareholder A declaration of will made to the company by the sole shareholder must be made in writing to be effective, unless the law provides otherwise (Article 173 § 1 of the Polish Commercial Companies Code). A legal transaction between the sole shareholder and the company represented by him requires the form of a notarial deed (Article 210 § 2 of the Polish Commercial Companies Code).
A partner of a one-person company, if he is at the same time the only member of the management board, must take into account an increased risk of liability. Attention is also drawn to negative tax consequences related to double taxation. A one-person partner may also be subject to taxation.
Therefore, before setting up a limited liability company, one should carefully consider whether it is the right form of conducting business activity.
MAJEWSKI STANKIEWICZ Attorneys’ Office
Szczecin, 23. February 2021