LAW

1. LAW Jakub Sieradzkijsieradzki@wsiz.rzeszow.pl

2. Business activitydefinition • Gainful manufacturing, construction, trade, service (and extraction of minerals) activity • Organized • Constantly • And alsoprofessionalactivity

3. Entrepreneurs: • Natural person • Entity without corporate status (an unincorporated entity with legal capacity) • Legal entity • Cooperative • Runningbusinessintheirownname

4. Sole trader • Natural person • Takesallresponsibility for liabilities • Isliablewithall his assets (no limits)

5. Sole trader Advantages • Easy to set up („one windowscheme” procedure) • No legal and financial barriers (no permits and licences, no initial capital, no fees) • Single-entrybookkeeping (simplifiedmethod of accounting) • Flexibility and easy to manage • Sole tradergainsallprofits (withouttaxes) • Lower social insurance contributions (not lowerthan30% of minimum remuneration for work) • Unlimited liability for business debts (including his orherprivate property) • No legal distinction between the owner and the business (sole trader = natural person) • Not enougtpower on the market (credits, presitge…) Disadvantages

6. Registering as a sole trader

7. Civil law partnership • Relatively small-scale business activity conducted by at least two entities • Partners • Business name • Civil law partnership is not a separate legal entity. Only its partners are such entities • However, civil law partnership is subject to VAT and excise tax as if it were a separate entity • Thereis no initial capital

8. Civil law partnership • Civil law partnership agreement should specify, as a minimum (art. 860 CC): • common economic purpose, for which the partnership is established • indication of each partner’s actions serving the intended purpose • Property (oritsabsence - entirety) • Contribution (art. 861 CC) • Distrbution of profits – includedincivil law partnershipagreementvsabsencein… (art. 867 CC) • Participatinginlosses and profits (art. 867 CC)

9. Civil law partnership • Representation (art. 866 CC): • Unless otherwise agreed each partner may represent the partnership individually • Runningthepartnership’saffairs (art. 865 CC): • The right and obligation of each partner to conduct the partnership’s affairs • Day-to-dayactions (ordinarypartnership’sacts) • Extraordinarypartnership’sacts • Urgentacts • Liability (art. 864 CC) • Joint and several liability of all partners for obligations arising within the partnership

10. Civil law partnershipvs commercial partnerships

11. Partnerships

13. Commericialpartnerships and companies • “By means of a deed of commercial partnerships and companies, its partners or shareholders shall undertake to persue a common objective to be attained by making contribution and, where the partnership or company deed or articles so provide, by operating in another manner specified therein”Art. 3 CCPC • “A partnership may, in its own name, acquire rights, including ownership of immovable property and other rights in rem, incur obligations sue and be sued” Art. 8 CCPC

14. General partnership • Definition – art. 22§1 CCPC • Business name – art 24 CCPC • Deed in writing under the pain of nullity – art. 23 CCPC • GP comes into existence upon entry into the register – art. 251 CCPC • Deed’s content: parties of the agreement (partners), business name, seat, specification of contribution, the object of the partnership’s activity, lifetime of GP

15. General partnership • Representation – art. 29 CCPC • Court acts (i.e. at trials, signing claims) • Out-of-courts acts (i.e. signing the contracts) • One man representation - art. 29§1 CCPC vs. deprivation or jointly - art. 30§1 CCPC • Liability – art. 31 & 22§2 CCPC • 1. subsidiary • 2. partners without limits, all their property, jointly and severally

16. General partnership • Internal relationships • Deed’s provisions (compare art. 37 CCPC) • Every partner shall have the right and duty to conduct affairs of partnership art. 39§1 CCPC* • Three types of acting (Ordinary - art. 39§1 and 42 CCPC, Extraordinary - art. 43 CCPC , Urgent – art. 44 CCPC) • Sharing profits and participating in looses art. 51 CCPC

17. Professional partnership • Definition – art. 86 CCPC; set up for practicing liberal profession • Partners – art. 87 CCPC & art. 88 CCPC • Business name – art. 90 CCPC • Deed in writing under the pain of nullity – art. 92 CCPC • PP comes into existence upon entry into the register – art. 94 CCPC • Deed’s content: parties of the agreement (partners – natural persons practicing liberal profession ), business name, seat, specification of contribution, the object of the partnership’s activity, lifetime of PP + partners liable for obligations (look at art. 95§2CCPC), representation (in case of exclusions)

18. Professional partnership • Liability • Connected with liberal profession (art. 95 CCPC) • Not connected with liberal profession (like general partners) • Representation art. 96 CCPC • One man representation (unless deed provides different • Management board • Other* -> look at 89 CCPC (GP rules obey)

19. Limited partnership • Definition – art. 102 CCPC • Business name – art 104 CCPC • Notarial deed – art. 106 CCPC • LP comes into existence upon entry into the register – art. 109 CCPC • Deed’s content: parties of the agreement (partners), business name, seat, specification of contribution, the object of the partnership’s activity, lifetime of LP + “commandite sum”

20. Limited partnership • Representation • General partners – art. 117 + 103 CCPC (like general partners in GP) • Limited partners – art. 118 CCPC (proxy) • Liability • General partner – like in GP (102+103 CCPC) • Limited partner – art. 111 CCPC • Internal relationships • General partners – like general partners in GP • Limited partners – art. 121§1 and art. 121§2

21. Companies • Limited Liability Company • Joint-Stock Company • Shareholders shall not be liable for the obligations of the company • Shareholders rights

22. Companies • Acting by bodies • Management board (representation and conducting companies affaires) • Supervision board • Meeting of shareholders (the most importatn body)