Shareholders in a Limited Liability Company (sp. z o.o.)

Shareholders of a limited liability company (spółka z ograniczoną odpowiedzialnością, or sp. z o.o.) are one of its most essential elements—after all, it is thanks to them that the company comes into existence. First, they enter into the articles of association (which must be executed in the form of a notarial deed unless using the S24 online system) and consequently gain a range of rights and obligations related to the operation of the company.

Who can become a shareholder in a sp. z o.o.?
A sp. z o.o. can have one shareholder (in which case it is a single-member company) or multiple shareholders. These can be:

• Natural persons – only adults with full legal capacity
• Legal entities – e.g., another limited liability company, a joint-stock company
• Organizational units without legal personality, which are granted legal capacity under specific regulations (so-called “defective legal persons”), such as partnerships (general partnerships, limited partnerships)

Shareholders may be Polish citizens (or entities based in Poland) or foreigners (or entities based abroad).

The Commercial Companies Code (KSH) explicitly states that a single-member limited liability company cannot establish another single-member limited liability company.

Shareholders’ Rights in a sp. z o.o.
Shareholders’ rights in a sp. z o.o. can be divided into corporate rights, which relate to management, decision-making, and oversight of the company, and property rights, which relate to financial benefits from being a shareholder.

• Corporate rights include: the right to participate in the shareholders’ meeting, the right to vote, the right to individually inspect company matters, the right to challenge resolutions, and the right to request the dissolution of the company.
• Property rights include: the right to dividends (i.e., a share of the company’s annual profits allocated for distribution), the right to reimbursement of additional payments, and the right to a share in the liquidation proceeds.

Shareholders’ Obligations in a sp. z o.o.
The key obligations of shareholders in a limited liability company include:

• Contribution of capital – shareholders must contribute funds (cash or in-kind) to cover the shares they subscribe to, as specified in the articles of association. The contributions do not need to be equal (e.g., one shareholder can contribute PLN 5,000 and another PLN 500), but they must at least match the nominal value of the shares being taken up (any surplus over nominal value is called agio). The total contributions must fully cover the company’s share capital before the company is registered with the National Court Register (KRS).
• Participation in shareholders’ meetings – while attendance is not mandatory for each meeting, the Ordinary Shareholders’ Meeting (OSM) must be held annually. During this meeting, key issues are discussed: the financial report is approved, profits are distributed or losses covered, and discharge is granted to management board members.
• Additional payments (dopłaty) – the articles of association may impose the obligation to make additional payments. These are supplementary financial contributions from shareholders to strengthen the company’s capital.
• Recurring non-cash contributions – these involve the shareholder committing to provide specific services to the company. If such an arrangement is foreseen, it must be clearly defined in the articles of association, specifying the nature of the services, performance rules, and the remuneration due to the shareholder.

Are shareholder details disclosed in the KRS (National Court Register)?
As a general rule, shareholder details in a sp. z o.o. are disclosed in the register. However, this does not apply to all shareholders. What matters is the size of the shareholding.

Only shareholders who hold at least 10% of the share capital, individually or jointly with others, are listed in the KRS. Those with a smaller shareholding are not disclosed in the register, although they are still shareholders with all associated rights and obligations.

Ending Shareholding in a sp. z o.o.
A shareholder can terminate their involvement in the company in several ways:

• Voluntary exit from the company – a shareholder wishing to leave the company must either sell their shares (e.g., via a share sale agreement) or have them redeemed.
• Exclusion of a shareholder – only a court can order this measure. If there are significant reasons related to a shareholder, the court may rule on their exclusion. A lawsuit must be filed by all other shareholders who jointly hold more than half of the share capital.