gregor
27 Sep 2011
Law / Setting up SPZOO and SPK in Poland [16]
The legal structure and combination of sp. z o.o. and sp.k. is full safe as regards Polish company law (risk of liability is "0") and may bring many potential tax benefits. I've used this structure many times. The cost of maintenance of such structire are higher in comparison to spolka cywilna (e.g. preparation of yearly financial statements). Anyway, in a case of spolka cywilna your personal liability is unlimited (against tax office,too). Tax benefits are lower if your revenues will be really high. So, I suggest you to compare all risks and benefits and choose the best option. I think that sp. z o.o. and sp. k. would be better solution.
As regards differences between spolka cywilna and spolka jawna I can say that spolka jawna is more formalised but also more transparent than spolka cywilna. None of the legal forms are legal entity! (in Poland only sp. z o.o. and S.A.) but spolka jawna is an entity entitled to sign contracts, etc. Spolka jawna will be subject of rent agreements, etc. Please note that partners by spolka jawna are liable for debts only if assets of company are not sufficient to satisfy debts of the company.
The legal structure and combination of sp. z o.o. and sp.k. is full safe as regards Polish company law (risk of liability is "0") and may bring many potential tax benefits. I've used this structure many times. The cost of maintenance of such structire are higher in comparison to spolka cywilna (e.g. preparation of yearly financial statements). Anyway, in a case of spolka cywilna your personal liability is unlimited (against tax office,too). Tax benefits are lower if your revenues will be really high. So, I suggest you to compare all risks and benefits and choose the best option. I think that sp. z o.o. and sp. k. would be better solution.
As regards differences between spolka cywilna and spolka jawna I can say that spolka jawna is more formalised but also more transparent than spolka cywilna. None of the legal forms are legal entity! (in Poland only sp. z o.o. and S.A.) but spolka jawna is an entity entitled to sign contracts, etc. Spolka jawna will be subject of rent agreements, etc. Please note that partners by spolka jawna are liable for debts only if assets of company are not sufficient to satisfy debts of the company.