LAW Jakub Sieradzki jsieradzki wsiz rzeszow pl Business

LAW Jakub Sieradzki jsieradzki@wsiz. rzeszow. pl

Business activity definition Gainful manufacturing, construction, trade, service (and extraction of minerals) activity Organized Constantly And also professional activity 2

Entrepreneurs: Natural person Organization without corporate status (an unincorporated entity with legal capacity) Legal orhanization Cooperative Running business in their own name 3

Sole trader Natural person Takes all responsibility for liabilities Is liable with all his assets (no limits) 4

Advantages Unlimited liability for business debts (including his or her private property) No legal distinction between the owner and the business (sole trader = natural person) Not enougt power on the market (credits, presitge…) Disadvantages Sole trader Easy to set up („one window scheme” procedure) No legal and financial barriers (no permits and licences, no initial capital, no fees) Single-entry bookkeeping (simplified method of accounting) Flexibility and easy to manage Sole trader gains all profits (without taxes) Lower social insurance contributions (not lower than 30% of minimum remuneration for work) 5

Registering as a sole trader Idea for a business One window scheme Additional duties 6

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 There is no initial capital 7

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 (or its absence - entirety) Contribution (art. 861 CC) Distrbution of profits – included in civil law partnership agreement vs absence in… (art. 867 CC) Participating in losses and profits (art. 867 CC) 8

Civil law partnership Representation (art. 866 CC): › Unless otherwise agreed each partner may represent the partnership individually Running the partnership’s affairs (art. 865 CC): › The right and obligation of each partner to conduct the partnership’s affairs › Day-to-day actions (ordinary partnership’s acts) › Extraordinary partnership’s acts › Urgent acts Liability (art. 864 CC) › Joint and several liability of all partners for obligations arising within the partnership 9

Civil law partnership vs commercial partnerships Civil law partnership Commercial partnerships source Civil code Commercial partnerships and companies code Legal capacity Has no legal capacity An unincorporated entity with legal capacity Property No property. It belongs jointly to partners Have property i. e. from contribution Liability Jointly and severally + subsidiary Creation Informal Contributions Not needed 10

Partnerships General partnership Professional partnership Limited per shares partnership Deed & Set In writing under up the pain of nullity procedure + registration in National Court Register In writing under the pain of nullity + registration in National Court Register Notarial deed + registration in National Court Register Partners Natural persons only* Natural persons, legal entities & an unincorporat ed entity with legal capacity Natural persons, legal entities & an unincorporated entity with legal capacity 11

Represent ation art. 29 – every partner shall have the right Art. 96 – each partner shall have the right (compare art. 97) Art. 117 i 118 – general partners only! Limited partners with proxy Conduct p. Look at the affairs deed! Every partner shall have the right and duty Ordinary acts, extraordinary and urgent The same as in GP + art. 97 in GP but look at art. 121 (Limited partner has no rught and duty, unleses Liability jointly and severally + subsydiary; connected with liberal profession Art. 22 § 2 jointly and severally + subsydiary partnership deed ) provide otherwise jointly and severally + subsydiary; limited partner -> art. 111 12

Commericial partnerships 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 13

General partnership Definition – art. 22§ 1 CCPC (A registered partnership shall be a partnership which conducts an enterprise under its own business name and is not any other commercial partnership or company). Business name – art 24 CCPC(The business name of a registered partnership shall contain the surnames or business names (names) of all partners or the surname(s) or business name(s) [name(s)] of one or several partners with an additional designation "spółka jawna" ["registered partnership"]. 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 14

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 15

General partnership Internal relationships › Deed’s provisions(положения дел) (compare art. 37 CCPC) › Every partner shall have the right and duty to control 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 16

Professional partnership Definition – art. 86 CCPC; A professional partnership shall be a partnership formed by partners profession in a partnership conducting an enterprise under its own business name Partners – art. 87 CCPC & art. 88 CCPC with the purpose of practising a libera . The partnership may be created for the purpose of practising more than one liberal profession unless a separate Act provides otherwise. Business name – art. 90 CCPCThe business name of a professional partnership shall include the surname of at least one partner, an additional designation "i partner" ["and partner"] or "i partnerzy" ["and partners"] or "spółka partnerska" ["professional partnership"] and specification of the liberal profession practised in the partnership. 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§ 2 CCPC), representation (in case of exclusions) 17

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 of partnership provides otherwise) › Management board Other* -> look at 89 CCPC (GP rules obey) 18

Limited partnership Definition – art. 102 CCPC A limited partnership shall be a partnership whose purpose is to conduct an enterprise under its own business name, in which at least one partner (general partner) has unlimited liability towards the partnership's creditors and at least one partner (limited partner) has limited liability. Business name – art 104 CCPC(The business name of a limited Notarial deed – art. 106 CCPC(The deed of a limited partnership shall be made in the form of a notarial deed. ) 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” partnership shall include the surname(s) of one or more general partners and an additional designation spółka komandytowa" ["limited partnership"]. ) 19

Limited partnership Representation General partners – art. 117 + 103 CCPC (like general partners in GP) A partnership shall be represented by the general partners who were not deprived of the right to represent thepartnership under the partnership deed or by a valid court decision. › Limited partners – art. 118 CCPC (proxyдоверенность) A limited partner may represent the partnership only in the capacity of an attorney. (выступет в качестве адвоката) 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 20

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

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