Share capital - everything you need to know about it

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The share capital consists of shareholders' contributions, which can be both cash and non-cash (i.e. in-kind contribution, e.g. receivables, real estate, copyrights). Then the partners (shareholders) - after gathering the assets - perform the so-called making contributions to the company to cover the share capital.

Share capital - general characteristics

The minimum amount of share capital varies depending on the type of company. With reference to:

  • limited liability companies - is 5,000 zloty,

  • limited joint-stock partnership - 50 thousand zloty,

  • joint-stock company - 100 thousand zloty.

The share capital must be covered in the full declared amount only in the case of a limited liability company. In relation to a joint-stock company and a limited joint-stock partnership, the Act allows for partial capital coverage in the amount of 1/4 of the declared amount of the share capital, at the same time setting appropriate deadlines for covering the capital in full.

As a rule, the share capital is of a guarantee nature, i.e. it protects the company's creditors against insolvency. However, it should be pointed out that there are no provisions stipulating only such allocation of the share capital. This means that after the funds are transferred to the share capital, the cash contribution may be used, for example, for the purchase of fixed assets, while the in-kind contribution may be sold, and the cash value obtained in this way will be included in the company's assets.

Share capital of a joint-stock company

The share capital of a joint-stock company consists of shares with an equal nominal value. A share determines the fraction of the share capital attributable to each shareholder. The amount of the share capital of a joint-stock company is determined in the company's articles of association, and, as already mentioned, it must be at least PLN 100,000. The shareholder's obligation is to cover the full contribution for the shares - evenly for all shares - directly to the bank account or through a brokerage house.

The share capital of a joint-stock company may be paid up in cash or in kind (in-kind contribution), with the legislator excluding the possibility of making non-transferable rights and providing work or services as an in-kind contribution. The payment of the contributions to cover the share capital of a joint-stock company declared in the articles of association must be paid before the members of the management board notify the company to the competent registry court. This is a prerequisite for the establishment of a company in the event that the subject of the contribution are cash values. Moreover, all members of the management board of a joint-stock company must sign a declaration that the capital contributions required by the company's articles of association have been made along with confirmation of payment by a bank or brokerage house. Only after the court has ascertained that the declared share capital contributions have been made in accordance with the Articles of Association, the court may register.

In a situation where the subject of the contribution are both pecuniary and non-pecuniary values, in accordance with the provision contained in Art. 309 of the Commercial Companies Code, the share capital should be paid up prior to the registration of the company in the amount of at least ¼ of their nominal value. In the event that only non-cash values ​​are the subject of the contribution, they may cover the share capital within one year from the date of registration of the company at the latest. In such a case, the notification of the company requires a statement of the company's management board stating that the payment of these contributions to the company is adequately ensured by the articles of association.

Share capital of a limited joint-stock partnership

At the outset, it should be noted that with regard to the share capital of a limited joint-stock partnership, including shareholders' contributions and shares, the provisions of the Commercial Companies Code relating to a joint-stock company shall apply accordingly.

The share capital is determined by the total nominal value of shares covered by shareholders' contributions, including those who are also general partners. The company's articles of association must specify the amount of the share capital - at least PLN 50,000, as well as the method of its collection as well as the number and nominal value of shares.

Shares taken up by shareholders for cash contributions, as in the case of the share capital of a joint-stock company, must be covered in the amount of at least ¼ of their nominal value. On the other hand, if the shares are acquired for in-kind contributions or in-kind and cash contributions, then the shareholders are obliged to cover the share capital to the amount of at least PLN 12,500. If the contributions to cover the shares are only non-cash values, they must be made in full within one year from the date of registration of the company.

On the other hand, the general partner may contribute to the company's share capital or other funds. It should be noted that the general partner's contributions to the share capital do not affect his unlimited liability for the company's obligations.

Attention!

Including in the articles of association of a limited joint-stock partnership the provisions on making in-kind contributions to the share capital results in the obligation to prepare a written report, which should include in particular:

  • data of persons who make in-kind contributions,

  • the method of valuation of contributions used,

  • the subject of in-kind contributions and the number and type of shares issued in return.

It should be additionally emphasized that the value of items contributed to the share capital of a limited partnership by shareholders and general partners must be verified by a certified auditor, unless the value of these contributions has been reliably stated earlier, e.g. in the financial statements.

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Share capital of a limited liability company

The share capital of a limited liability company must be specified in the articles of association, and its minimum value is PLN 5,000. It is covered by making contributions by the partners, in return for which the partners acquire equal shares. It follows that the sum of the shares of the partners of a limited liability company is equal to the value of its share capital.

Property values ​​covering contributions to the share capital of a limited liability company they can be monetary and non-monetary values. However, before applying for the registration of the company, the contributions fully covering the value of the share capital must be transferred to the company's property.

The assets transferred to the company's property that make up the share capital constitute separate assets of the company, which enable it to conduct business activity. Therefore, it is possible for the company to dispose of these assets in accordance with the purpose of its activity. This is called surrogate input ingredients. This means that contributions made in a specific form - in cash or in kind - may be replaced with other assets.

It should be noted that due to the possibility of a surrogate, there is no guarantee that the company owns assets worth the share capital. For this reason, it is particularly important to indicate the inviolability of the share capital of the limited liability company. It manifests itself in the prohibition of taking actions as a result of which the value of the share capital indicated in the articles of association is reduced.

This prohibition is of particular importance because the lack of full coverage of the share capital results in certain legal consequences:

  • provision of Art. 189 § 2 of the Commercial Companies Code prohibits the shareholders from receiving any payments from the company's assets needed to fully cover the share capital,

  • when the balance sheet shows a loss exceeding the sum of the supplementary capital and reserve capital as well as half of the share capital, in accordance with the provisions of art. 233 of the Commercial Companies Code, it is necessary for the convened shareholders' meeting to decide on the company's further operations,

  • in a situation where the assets of a limited liability company, which should be at least equal to the value of the share capital, are insufficient to pay the debts, and the company is a legal person, the entrepreneur is required to file for bankruptcy.