A
Autoryzowany kapitał spółki – Registered (Authorised) Share Capital – The maximum amount of share capital a company is authorized to issue, as specified in its Memorandum of Association. This capital is divided into a specific number of shares with a defined nominal value. Key Features: Sets an upper limit on the issuance of shares. Allows the company to issue new shares up to this limit without requiring a capital increase.
B
Beneficjent rzeczywisty – ultimate beneficial owner – A legal term referring to the person who holds actual ownership rights, particularly the individual who is the ultimate beneficiary of profits from an asset, even if another person is the legal owner.
For example, a situation where the legal owner is not the actual beneficiary occurs when the ultimate beneficial owner (UBO) transfers shares to a nominee shareholder under a trust agreement. In this case, the nominee shareholder is listed as the legal owner of the shares in the company register but is obligated to transfer all benefits received from holding those shares to the ultimate beneficial owner.
By-laws – The rules and regulations governing the internal operations of foundations, businesses, trusts, and other organizations. By-laws are established in written form to define the institutional, operational, and managerial framework of an entity and set forth the principles of its functioning.
These regulations may include provisions regarding members' responsibilities, meeting procedures, board elections, organizational liability, and internal collaboration rules. Within the internal relations of the entity and among its members, by-laws are legally binding.
C
Cena transferowa (transakcyjna) – Transfer pricing – The price of goods or services applied in transactions between related entities within a corporate group, which differs from the price that would be set between independent entities.
A company using transfer pricing may report lower taxable income than expected in transactions between unrelated parties, thereby reducing its tax liability. Some countries impose restrictions on transfer pricing, requiring related entities to maintain documentation of their transactions (transfer pricing documentation) to ensure compliance with tax regulations.
Certyfikat rezydencji podatkowej – Tax Certificate – An official document confirming a taxpayer’s residency for tax purposes. In international transactions, this document allows for the reduction of withholding tax (WHT) to the rate specified in a double taxation treaty or may even exempt the payer from withholding tax on payments made to a foreign entity.
Cienka kapitalizacja (niedostateczna kapitalizacja) – Thin capitalization – Occurs when the main source of financing for a related company is not share capital but rather a loan (credit) provided by a shareholder.
The shareholder earns income in the form of interest payments, which the company can deduct as a business expense, but only to a limited extent. The allowable deduction is typically based on the debt-to-equity ratio of the company at the time of the interest payment.
Controlled Foreign Company (CFC) – See: Zagraniczna spółka kontrolowana (Foreign Controlled Company).
Czarna lista – Black list – A detailed list of countries and territories engaged in harmful tax competition, compiled by the tax authorities of a given country or the OECD.
In the Polish legal system, the blacklist is based on the Regulation of the Minister of Finance of April 9, 2013.
D
Dywidenda – Dividend – The portion of net profits distributed to a shareholder of a corporation or a limited joint-stock partnership, generally in proportion to the number of shares or ownership interests held in the company.
A dividend can only be paid if the company generates a profit during the financial year. It is calculated based on the annual financial results (derived from the company’s profit and loss statement).
The right to receive a dividend depends on a resolution of the general meeting of shareholders, which decides how to allocate the company’s profits, including whether to distribute them to shareholders and in what proportion.
Działalność reglamentowana – Regulated activity – A type of business activity that requires compliance with additional legal requirements before it can be carried out. This often involves obtaining an official permit, such as a license, concession, or authorization.
Regulated activities are established by legal acts to ensure state control over industries critical to the national economy or public safety. Historically, such regulations originated from state monopolies, where certain activities were exclusively controlled by government-designated entities.
In many cases, obtaining a permit requires businesses to meet specific legal conditions, such as:
Employing qualified personnel,
Maintaining adequate infrastructure,
Complying with sanitary, safety, or financial regulations.
Examples of regulated activities include brokerage firms, banks, and currency exchange offices.
F
Financial Service Provider (FSP) – A financial institution whose business activities are similar to those of banks. An FSP operates much like a bank and offers comparable services, such as lending, accepting deposits, issuing financial guarantees, and more.
One of the main advantages of an FSP is that it does not require an initial capital contribution and is not subject to the strict regulatory requirements that banks must meet to commence operations.
An FSP is available to individuals, legal entities, and organizational units without legal personality. To operate legally, an FSP must be registered in the appropriate register, known as the Financial Service Providers Register (FSPR).
Fundacja rodzinna (prywatna) – Family (private) foundation – A foundation that, unlike in Poland, is not required to operate for public benefit purposes.
A family foundation is established to protect family assets by transferring them to the foundation. Once owned by the foundation, the assets become separate from individual family members’ estates, meaning they are not affected by events such as illness, disappearance, or death of previous owners.
Since the management rules of a family foundation can be freely structured, the founders can determine how the assets will be used, for example, by setting up a fixed annuity for the descendants of the original founder.
G
General Meeting (annual / extraordinary) – A meeting of shareholders, which can be either an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM).
The Annual General Meeting (AGM) must be held once per calendar year, within a period not exceeding 15 months from the last AGM. The first AGM may take place within 18 months from the company’s registration. In such a case, it is not mandatory to hold an AGM in the year of incorporation or the following year.
Maltese company law (Companies Act) does not explicitly define the matters that must be addressed at an AGM. However, the model Articles of Association, found in Part One of the First Schedule, provide guidance on the key issues typically covered at an AGM.
Matters discussed at an Annual General Meeting usually include:
Approval of the directors’ and auditors’ reports,
Resolution on dividend distribution,
Review of the company’s financial statements,
Appointment of board members (if necessary),
Appointment of an auditor and determination of their remuneration.
The AGM is convened by the Company Secretary upon the board’s request.
I
Issuer levy regime – This is a tax obligation imposed on registered interest payments made from New Zealand and reported to the appropriate tax authority. If a borrower in New Zealand makes interest payments to an unrelated, non-resident lender, they can avoid the requirement to pay withholding tax (Non-Resident Withholding Tax - NRWT) by registering the transaction with the New Zealand tax authority for approval. As part of this approval process, the local tax office collects a tax of 2% of the interest amount paid. This system was introduced to stimulate the economy and promote entrepreneurship in New Zealand.
J
Jednolity Plik Kontrolny (JPK) – Standard Audit File for Tax (SAF-T) – A new tax audit method that requires taxpayers to submit accounting records in a standardized electronic format upon request from the tax authorities. This method necessitates upgrading accounting systems with new functionalities to generate the JPK file and, in some cases, may require modifications to the way accounting records are maintained and business transactions are documented. The implementation date for this requirement was July 1, 2016.
K
Kapitał wyemitowany spółki – Issued Share Capital – The portion of share capital that represents the total number of shares issued and allocated to shareholders at a specific nominal value.
Each time shares are issued, a notification requirement must be fulfilled by updating the company register within the time frame prescribed by the jurisdiction in which the company operates.
Kapitał zakładowy – Share Capital – The initial contribution made by shareholders when establishing a company. For the company, it is considered a liability to shareholders, which is satisfied upon liquidation.
Share capital is defined in the company's Articles of Association (statute), and any change to its amount must follow a formal procedure. It represents the total sum of shareholders' ownership rights, including the issued shares or stock.
The primary function of share capital was historically to guarantee the company's solvency, but in practice, company management is not restricted in how they use it for the company’s operations. Thus, the guarantee function is not practically enforced, and the amount of share capital should not be solely relied upon to assess a company’s financial stability.
Shareholders can pay their share capital contributions in two ways:
Cash contributions,
In-kind contributions (apports) – non-cash assets contributed to cover share capital, such as intellectual property, physical assets, or property rights, provided they are transferable and have economic value.
Komandytariusz – Limited Partner – A partner in a limited partnership whose liability for the partnership's obligations is limited to a specified amount (the limited partnership contribution).
Since a limited partner does not bear full liability for company debts, their rights to represent the company are restricted. They may only represent the partnership as an authorized representative appointed by a general partner. A limited partner does not have the right or obligation to manage the partnership's affairs unless otherwise stated in the partnership agreement.
Komisja Rewizyjna – Audit Committee – A supervisory body that may be established in limited liability companies (LLCs).
The decision to appoint an Audit Committee is made by shareholders and included in the company’s Articles of Association.
The committee's primary role is to oversee financial reporting, particularly at the end of the financial year. Key responsibilities typically include:
Examining financial statements,
Supervising profit distribution,
Overseeing loss coverage procedures.
In some cases, if no supervisory board is appointed, the Audit Committee may be granted additional supervisory powers.
Komplementariusz – General Partner – A partner in a limited partnership who bears full liability for the partnership’s debts and obligations.
By default, general partners have the right to represent the limited partnership and are responsible for its day-to-day management. However, these rights can be modified in the partnership agreement.
Komplementariusz Powierniczy – Nominee General Partner – A natural or legal person authorized by the settlor and legal regulations to register as a general partner of a limited partnership in the Republic of Cyprus' Companies Register (ROC) and the Official Receiver’s Office.
A Nominee General Partner manages the limited partnership on behalf of the settlor.
These services can only be provided under a trust agreement between the settlor and the nominee partner, which formally appoints the Nominee General Partner.
Kryptowaluty – Cryptocurrencies – A cryptographic-based system of independent digital assets that operates as a decentralized ledger system. This system records the ownership of virtual units across individual nodes (wallets) and is managed through asymmetric cryptography using a private key.
The mining and trading of cryptocurrencies raise numerous legal, tax, and financial concerns, including:
Legal framework (see: Cryptocurrency – Legal Issues),
Tax regulations (see: Cryptocurrency – Taxation),
Financial compliance (see: Cryptocurrency – Financial Issues).
In common usage, cryptocurrency is referred to as "internet money", which is not regulated by any specific legal framework or supervised by central banks. It is generated through mining (proof-of-work computation using high-power computers) and later traded or sold on cryptocurrency exchanges.
L
Likwidacja Spółki – Company Liquidation – Liquidation is a formal procedure for removing a company from the register, aimed at terminating its business activities and settling its creditors' claims.
Unlike the strike-off process, liquidation requires the appointment of a liquidator through a resolution of the shareholders. Once appointed, the liquidator assumes all management rights of the company unless the resolution states otherwise.
The liquidator's duties include:
Ceasing company operations,
Settling outstanding debts,
Preparing a liquidation report,
Convening a shareholders' meeting to present the report,
Submitting the report to the Registrar of Companies (RoC).
The liquidation process typically takes around one year to complete.
Limited Liability Company (LLC) – A distinct legal structure for conducting business that has no direct equivalent in Polish law. It combines elements of both corporate and partnership structures.
An LLC has legal personality, and its members are only liable for company obligations up to their contributions. At the same time, LLCs provide significant flexibility in management structure, as members do not need to appoint a board and may manage the company themselves. Additionally, an LLC can elect to be treated as a tax-transparent entity (optional feature).
Advantages of an LLC
Can be formed by a single person;
No minimum share capital requirement;
Can be registered anonymously, as it does not require disclosure of members' names in public records;
No requirement for annual financial reporting;
The operating agreement does not need to be in English;
An LLC that does not conduct business in the U.S. is not subject to U.S. income tax but must pay a fixed annual fee of $250.
M
Minimalny kapitał zakładowy – Minimum Share Capital – The minimum amount of share capital that must be fully paid for a company to start operations and be registered in the commercial register.
LLC regulations do not require a minimum share capital. Instead, the members of the LLC have the freedom to determine the amount of their capital contributions.
MSR – Międzynarodowe Standardy Rachunkowości – IAS – International Accounting Standards (IAS) – Also referred to as International Financial Reporting Standards (IFRS), these are globally recognized accounting standards that provide a common framework for understanding and applying accounting principles and financial reporting methods worldwide.
N
Nadzwyczajne zgromadzenie wspólników – Extraordinary General Meeting (EGM) – Any shareholders' meeting other than the Annual General Meeting (AGM).
An EGM is convened by the board members when necessary, provided the company’s Articles of Association allow for it.
Shareholders who hold a sufficient percentage of the company’s share capital can request an EGM. This request must:
Specify the matters to be discussed,
Be signed by the requesting party,
Be sent to the company’s registered office.
Nieograniczony obowiązek podatkowy – Unlimited Tax Liability – A tax obligation where an individual or entity is subject to taxation on their worldwide income, regardless of where it was earned or where its sources are located.
Nominalny udziałowiec – Nominal Shareholder – A legal arrangement in which shares or stock of a company are entrusted to a nominee shareholder.
Upon appointment, the nominee becomes the formal shareholder of the company and is publicly registered in the company's jurisdiction. However, they act exclusively in accordance with the instructions of the beneficial owner (actual shareholder).
This structure is available in selected jurisdictions and allows for the disclosure of the nominee's details instead of the beneficial owner's information.
A nominee shareholder is a natural or legal person who, under an agreement with the beneficial owner, formally appears as the shareholder in dealings with third parties. The nominee is also listed in official registers, providing privacy protection for the actual owner.
This nominee shareholder structure can be useful when:
The beneficial owner wants to delegate management of their shares to a third party,
The owner prefers to keep their shareholding confidential.
The nominee shareholder concept is not recognized under Polish law.
O
Ograniczony obowiązek podatkowy – Limited Tax Duty – A tax obligation where an individual or entity is subject to taxation only on income derived from sources located within a specific country.
Organizacja Europejskiej Współpracy Gospodarczej (OECD) – Organisation for Economic Co-operation and Development (OECD) – An economic organization that supports member states in achieving economic growth and developing international economic cooperation.
The OECD is responsible for drafting key international frameworks, including:
The Model Tax Convention on the Avoidance of Double Taxation,
The "Black List" of jurisdictions engaged in harmful tax competition.
P
Podatek u źródła – WHT (Withholding Tax) – A tax on income applied in cross-border transactions between entities with different tax residencies.
The payer deducts the WHT amount at the time of payment to a foreign entity, typically on passive income such as:
Dividends,
Interest payments,
Royalties,
Certain types of services.
Holding a Tax Residency Certificate may exempt an entity from WHT or reduce the applicable rate based on a double taxation treaty (DTT).
Podatkowa grupa kapitałowa – Tax Capital Group – A tax institution established under corporate income tax law.
A Tax Capital Group (TCG) is formed when at least two capital-related companies enter into a contractual agreement. Only capital companies that meet specific ownership conditions can form such a group.
A TCG is treated as a single entity for tax purposes, meaning its members file joint tax returns, allowing for group-wide tax optimization.
Powiernik – Trustee – A person appointed by the settlor to manage and control assets transferred to a trust through a trust agreement.
The trustee acts within the scope of authority set by the settlor in the trust deed. Their role is to administer and distribute assets in accordance with the settlor’s instructions and for the benefit of the designated beneficiaries.
Private Company Limited by Shares – A corporate entity equivalent to a limited liability company (LLC) under Polish law.
This type of company:
Has legal personality, meaning it is a separate and independent entity from its shareholders.
Limits shareholder liability to the amount of unpaid share capital.
Can acquire rights, incur obligations, employ staff, and hold bank accounts.
Has share capital divided into equal-value shares, which can have different privileges attached.
Key Features of a Private Company Limited by Shares:
a. The company’s Articles of Association must include restrictions on share transfers.
b. Shares cannot be offered through a public offering.
c. Shares cannot be traded on a regulated market.
d. The company can have a maximum of 50 shareholders.
e. Can be incorporated by a single person.
f. Must include the term "Limited" (Ltd) in its name.
g. The minimum share capital can be as low as 1 EUR.
h. The company can operate with only one director.
R
Raje Podatkowe – Tax Havens – Countries with exceptionally lenient tax regulations for foreign individuals and businesses, often used by entrepreneurs to transfer profits and avoid higher taxes in their home countries.
The primary purpose of tax havens is not to facilitate illegal activities but to attract economic ventures to regions with low economic activity.
Rada nadzorcza – Supervisory Board – Typically an optional corporate body, the functioning of which is determined by the company's Articles of Association.
The minimum number of members depends on jurisdictional requirements, but a supervisory board usually consists of at least three members.
Main functions of the Supervisory Board:
Representing the interests of shareholders between general meetings.
Overseeing the management board’s work by requesting reports on company activities.
Registrar of Companies (ROC) – The Department of Company Registration for business entities registered in Cyprus.
This institution is responsible for:
Maintaining company registers,
Registering foundations, trademarks, business names, and patents.
Currently, the Cyprus ROC holds over 320,000 registered entities.
The ROC also serves an informational role, providing up-to-date business data necessary for conducting commercial activities in Cyprus.
Rejestr Spółek – Companies Register – An official, state-maintained register containing information on entities engaged in economic activities that are subject to registration requirements.
This register is managed by judicial or administrative authorities in each country.
For example, in Poland, the register is maintained by designated regional courts.
The Companies Register:
Stores and provides access to legal entity data.
Ensures legal certainty and transparency in business transactions.
Serves a legalization function, meaning that registration confirms or establishes a legal relationship.
It is presumed that information recorded in the register is accurate and legally binding.
Rezydencja podatkowa – Tax Residency – Also known as tax domicile, it refers to an individual’s or entity’s place of residence for tax purposes.
Tax residency determines whether a person or business is subject to unlimited or limited tax liability:
Tax residents are subject to unlimited tax liability and must pay income tax on their worldwide income.
Non-residents are subject to limited tax liability and only pay taxes on income earned within the country.
Tax residency in Poland
A person is considered a Polish tax resident if they:
Have their center of personal or economic interests (center of vital interests) in Poland, or
Stay in Poland for more than 183 days in a tax year.
S
SDC – Special Defence Contribution Tax – A special tax applied to income earned by Cypriot tax residents (both individuals and legal entities) from sources such as dividends, bank interest, loan interest, rental income, hidden dividends, and proceeds from property sales in Cyprus.
The tax rate varies by income type, ranging from 3% to 15%.
Non-residents of Cyprus are exempt from this tax.
Sekretarz spółki – Company Secretary – An administrative role that may be held by either a legal or natural person, depending on the jurisdiction.
Typically appointed by the board of directors, the Company Secretary is responsible for:
Maintaining internal company records (shareholder register, director register, minutes book),
Issuing meeting notices,
Recording meeting minutes,
Filing legal notices, declarations, and reports with the Companies Register.
Settlor – An individual who creates a trust by transferring assets under a trust agreement.
The settlor grants control of assets to a trustee, who manages them according to the settlor’s instructions for the benefit of the designated beneficiaries.
Siedziba spółki – Company Seat – The statutory location of a legal entity, typically the place where its management body is located.
However, shareholders can specify a different company seat in the Articles of Association.
The choice of company seat is important because:
Shareholders’ meetings are usually held at the company’s seat,
It determines the jurisdiction of the courts for legal matters.
Siedziba rejestrowa (LLC) – Registered Office – The officially registered address of an LLC, as recorded in the Companies Register.
Typically, this is the address of the LLC’s registered agent.
At this address:
Official correspondence must be receivable during working hours,
Any undeliverable mail is legally considered received.
In many cases, the registered office is located at the address of a professional agent, who receives mail on behalf of the company and forwards it to the shareholders.
Spółka IP Holding – IP Holding Company – A corporate entity whose primary assets consist of intellectual property rights, such as:
Copyrights and related rights,
Industrial property rights (e.g., patents, trademarks).
The main activity of an IP Holding Company is managing and monetizing its intellectual property, for example, by granting licenses for trademark use. However, such companies may also engage in other business activities.
Spółka jednoosobowa – Sole-Shareholder Company – A corporate entity where all shares belong to a single shareholder.
This structure allows the company to remain independent from other capital investors.
Spółka komandytowa – Limited Partnership – A partnership (without legal personality) where:
At least one partner (general partner) has unlimited liability for the company’s obligations,
At least one partner (limited partner) has liability limited to their capital contribution (limited liability amount).
Spółki offshore – Offshore Companies – Companies registered in tax havens, which are jurisdictions with exceptionally favorable tax laws for foreign investors.
STEP-UP (Podatkowy STEP-UP) – Tax Step-Up – A tax strategy that allows for the revaluation of selected assets to their current market value, effectively releasing hidden reserves.
The process involves re-establishing the tax basis of a fully depreciated asset, allowing it to be depreciated again, which reduces taxable income.
Tax Step-Up is particularly beneficial in the real estate sector, where property values increase over time.
A common method of implementing a Step-Up is by contributing real estate (with a premium) to a specially formed capital company.
Strike-off – A simplified procedure for removing a company from the Companies Register when it is no longer conducting business and does not intend to resume operations.
Unlike liquidation, the strike-off process is less formal and faster.
Suma komandytowa – Limited Liability Amount – The maximum financial liability of a limited partner in a limited partnership.
This amount is specified in the partnership agreement, and there is no legally required minimum sum.
Spółka uśpiona – Shelf Company – A pre-registered company, fully incorporated and ready for business operations.
Shelf companies:
Do not engage in economic activity until purchased,
Are fully compliant with local business registration requirements,
May already have a tax ID, business registry number, and bank account.
The advantage of a shelf company is that a business owner can start operations immediately, avoiding the often lengthy registration process.
Shelf companies may be newly registered or have existed for years, which can provide additional credibility in certain business situations.
T
Tajemnica powiernika – Trustee’s Secret – The duty of confidentiality is a fundamental aspect of fiduciary relationships. The relationship between a trustee and a settlor is considered highly confidential, and the trustee is obligated to act in the best interest of the settlor while keeping all information regarding the settlor and the trust strictly confidential.
In many jurisdictions, especially those following the Anglo-Saxon legal system, trust confidentiality is protected by law. However, disclosure of information is permitted if required by law, as this does not constitute a breach of fiduciary duty or confidentiality.
Therefore, a trustee’s duty of confidentiality is not absolute—disclosure may be justified when necessary to protect trust assets or the trustee’s interests.
Tax Refund – A mechanism allowing shareholders to reclaim part or all of the tax paid by a company on profits distributed as dividends.
This mechanism is specific to Malta's tax system and works through a tax refund application submitted by the shareholder after receiving a dividend and after the company has paid tax on its profits.
Both Maltese residents and non-residents are eligible for tax refunds.
The most common refund rate is 6/7 of the corporate tax paid.
A 5/7 refund applies to passive income profits.
Trading Licence – A basic business license required for all entities operating under Slovak law.
To obtain a Trading Licence, an application must be submitted to the Trade Licensing Office.
Transparencja podatkowa – Tax Transparency – LLCs have the option to choose their tax classification.
An LLC can be taxed as a corporation (subject to corporate income tax) or as a tax-transparent entity.
In the tax-transparent model:
The LLC itself does not recognize income or pay corporate income tax.
Instead, the company’s income is directly attributed to its members based on their ownership percentage.
Taxation occurs only at the individual level, where members pay personal income tax on their share of the profits.
Treść ekonomiczna – Substance – A concept related to Controlled Foreign Companies (CFCs), referring to the economic justification for using a foreign company within a corporate structure.
To establish economic substance, the company must engage in genuine business activities and meet operational requirements, such as:
Maintaining a fully equipped office with phone lines and an online presence,
Employing qualified staff,
Holding business assets in its jurisdiction.
Substance testing can be based on broad legal principles or on specific factual criteria (e.g., office space, personnel, equipment).
In some jurisdictions (e.g., Malta, Cyprus), meeting substance requirements is essential for obtaining tax residency status.
Trust – A legal arrangement where a settlor (grantor) transfers assets to a trustee, who holds and manages them for the benefit of designated beneficiaries.
The trust agreement defines the rules governing asset management and distribution.
A trust may:
Return assets to the settlor after specific transactions,
Transfer assets to a third party (beneficiary),
Be structured as a contractual relationship or a registered legal entity, depending on the jurisdiction.
U
Udziałowcy – Shareholders – A shareholder in a company can be a natural person, legal entity, or an unincorporated legal entity.
A company must have at least one shareholder, who can acquire shares either:
Initially – by subscribing to shares during the company's registration.
Subsequently – by purchasing shares from another shareholder or acquiring shares through a new share issuance.
The transferability of shares is often restricted, meaning that board approval is required for shares (that are not fully paid) to be transferred to another party.
Additionally, the Board of Directors must notify the Companies Register about the share transfer:
Within 14 days in Malta
Within 30 days in Cyprus
(from the date of entering the new shareholder into the share register).
Umowa o unikaniu podwójnego opodatkowania – Double Taxation Agreement (DTA) – An international treaty, based on the OECD Model Convention, signed between two countries to prevent double taxation of individuals and businesses.
DTA agreements ensure that taxpayers do not pay tax twice on the same income in different countries.
Some agreements also include provisions for tax information exchange between the tax authorities of both states.
Umowa powiernicza – Trust Deed – A legal agreement in which a settlor, who owns company shares or other assets, transfers them to a trustee (who may be a natural or legal person).
The trustee's role is primarily that of a custodian, holding and managing the assets on behalf of the beneficiaries specified in the trust deed.
Any benefits or capital gains received by the trustee are transferred to the designated beneficiaries (natural or legal persons).
The trust deed may include provisions allowing the settlor to issue management instructions to the trustee regarding the transferred assets.
Umowa spółki – Operating Agreement – A contract that defines the structure of a company, the rights and obligations of members, relationships between company organs, and other key matters, such as:
Company name and registered office,
Business activities,
Share capital,
Duration of the company,
Shareholding structure.
For LLCs, there are no strict legal requirements regarding the form and content of the operating agreement.
The extent of regulation is at the discretion of the members.
The agreement does not require notarization or a specific legal form.
All members must sign the agreement, and any future amendments must also be approved by all members.
W
WHT (Withholding Tax) – See: Podatek u źródła (Source Tax).
Wpis konstytutywny – Constitutive Entry – A registration entry that creates, modifies, or terminates a legal right or relationship.
This type of entry is used when registering newly established entities, as they come into existence only upon registration in the relevant Companies Register or legal registry.
A constitutive entry should be distinguished from a declaratory entry, which is:
Confirmatory in nature,
Does not create or alter legal rights,
Serves only to officially acknowledge an already existing legal status.
Z
Zagraniczna spółka kontrolowana – Controlled Foreign Company (CFC) – A foreign entity that is affiliated with a resident of a country that applies CFC regulations and is located in a low-tax jurisdiction or a country offering preferential tax treatment.
Zarząd – Board of Directors – In most corporate structures, the board of directors is a mandatory governing body, except in Delaware-registered LLCs, where it is optional.
A board must consist of at least one natural or legal person with legal capacity.
Key responsibilities of the Board of Directors
Managing the company’s affairs and representing it in legal matters.
Defining the company’s representation rules, as set out in the Articles of Association.
Receiving remuneration, which is determined by the supervisory board or, in its absence, by the shareholders.
Zarząd powierniczy – Fiduciary Management – A corporate governance arrangement where professional third parties manage a company on behalf of its owner.
Fiduciary management is based on a contract between the company owner and the fiduciary managers, specifying that:
The owner retains actual control over the company,
The owner's name does not appear in public records as a board member, ensuring privacy and anonymity.
Zasada rynkowości – Arm’s Length Principle – The principle that prices in transactions between related entities should be determined as if the entities were independent.
Prices should reflect those that unrelated parties would agree upon in comparable transactions, under similar conditions, and in the same market.
Zgromadzenie wspólników – General Meeting – The main decision-making body in a limited partnership, composed of all partners—both general partners (komplementariusze) and limited partners (komandytariusze).
Key powers of the General Meeting
Approving amendments to the partnership agreement.
Deciding how to allocate company profits.
For General Meeting decisions to be valid, specific legal and procedural requirements regarding convening and conducting meetings must be followed.
Zgromadzenie wspólników (spółka LLC) – Shareholders’ Meeting (LLC) – An LLC can have multiple shareholders, including:
Natural persons,
Legal entities,
Unincorporated entities, regardless of their residency or domicile.
An LLC may also operate as a single-member company.
Shareholders are not personally liable for the company’s debts—liability is limited to the capital they invested.
Unlike in Polish corporate law, LLC shareholders can assume management responsibilities without increasing their personal liability for the company’s obligations.
LLC shareholders may treat company profits as personal income, allowing them to be taxed only as individual income instead of corporate income.
Delaware LLC Specifics
Annual Shareholder Meetings are not required under Delaware law.
Shareholders can determine who has the authority to convene meetings and which decisions require shareholder approval.
Contact
Contact Us
Headquarters
Warszawa
Opus Group Office in Warsaw
al. J.Ch. Szucha 8
00-582 Warsaw, Poland
Phone (+48) 22 201 08 10
Mobile (+48) 503 306 924
