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Forms of activity carried out by a foreigner in Poland

Year after year, the Polish market is becoming increasingly open to foreign investors. It is therefore useful to know what forms of business activity are permitted for foreigners in Poland and what particular issues require attention. Limited liability company, joint-stock company, or sole proprietorship? Or perhaps an association or foundation?

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Anti-Deadlock Clause in a Limited Liability Company Agreement

In some limited liability companies (sp. z o.o.), shareholders decide to divide the shares equally. A classic example is a company with two shareholders, each holding 50% of the shares. In such cases, a so-called deadlock may arise, i.e. a decision-making stalemate within the company. The shareholders are then unable to adopt a resolution, most often due to an equal split of votes (one shareholder votes “in favor” and the other “against,” with each vote carrying the same weight).

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Contribution of a non-cash contribution (in-kind contribution) to a limited liability company (sp. z o.o.)

The share capital of a limited liability company does not have to be covered solely by cash contributions. It sometimes happens that a shareholder, instead of money, wishes to offer the company, for example, real estate, a vehicle, know-how, or the right to a trademark. Such a solution is possible, although not in every case.

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Dissolution of a limited liability company without conducting liquidation

When establishing a limited liability company (sp. z o.o.), few people think about ending its operations. Meanwhile, situations arise where, due to conflicts between shareholders or an unfavorable financial situation, the company effectively ceases to function in practice. At this point, the question usually arises: how can the company’s existence be formally terminated? Is it possible to simply remove it from the National Court Register (KRS)? Or is formal liquidation always required?

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Commission-Based Remuneration in B2B Contracts

The most common associations with the term “commission-based remuneration” are “agent” or “agency agreement.” Of course, these associations are accurate and point to one type of contract in which commission-based pay is used. However, today commission-based remuneration does not have to be so closely linked to an agency agreement. Very often it also appears, for example, in B2B contracts concluded with sales representatives or in distribution agreements.

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Employment relationship – what characterizes it?

An employment contract is one of the basic forms of employment in Poland. What distinguishes it from other “employment contracts” (e.g., commission contracts or B2B contracts) is that it is subject to the regulations contained in the Labor Code regarding the rights and obligations of the employee and the employer. So what are the characteristics of a contractual employment relationship?

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A common language
is a good start

Since 2016, Attorney Daria Milewska has been listed among the French-speaking lawyers at the Embassy of France in Poland, and since 2025 attorney-at-law Maria Czechowska-Kowalczyk has also been listed therein. This recognition confirms the expertise of MILEWSKA Legal in providing legal services to French-speaking clients.

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