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

The company is liable for its obligations with all its assets. Shareholders are only liable up to the value of their contributions. Shareholders of a limited liability company do not bear personal liability for the company’s obligations.

If enforcement against the company proves ineffective, members of the management board are jointly liable for its obligations. A board member can be released from liability if they can prove that a bankruptcy petition was filed or restructuring proceedings were initiated in due time, or that the failure to file the petition or initiate the proceedings was not their fault, or that despite the lack of a petition or proceedings, the creditor did not suffer any damage. The circumstances releasing from liability must be demonstrated by the board members.

Note: The liability of management board members for the company’s obligations in case of ineffective enforcement from its assets applies only to those formally appointed to the management board.

For obligations incurred by a sp. z o.o. in organization, the company itself and the individuals who acted on its behalf, such as the management board or a proxy, are jointly liable. A shareholder is also jointly liable for the company’s obligations in organization if they have not yet fully contributed their promised contributions. A shareholder is free from liability for the company’s obligations in organization only if they have fully contributed their specified contributions. However, if a shareholder is also entitled to represent the company (e.g., is a board member), they are jointly liable with the company due to their function.

Upon the registration of the sp. z o.o., all rights and obligations of the company in organization are transferred to it by law.

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