limited liability company in central and eastern europe | 2017 overview
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Limited Liability Company CEE Overview | 2017
Czech Republic | Hungary | Poland
Romania | Slovakia | Ukraine
March, 2017
General features of Limited Liability Companies in CEE
Czech Republic Hungary Poland Romania Slovakia Ukraine
Founders Natural persons or
legal entities Natural persons or
legal entities Natural persons or
legal entities Natural persons or
legal entities Natural persons or
legal entities Natural persons or
legal entities
Number of founders Unlimited Unlimited Unlimited 1-50 1 - 50 1 – 100
Minimum capital CZK 1 HUF 0 PLN 5,000 RON 200 EUR 5,000 Not specified
Minimum contribution CZK 1 HUF 3 million PLN 5,000 RON 10 EUR 750 Not specified
Kinds of contribution Monetary /
non-monetary Monetary /
non-monetary Monetary /
non-monetary Monetary /
non-monetary Monetary /
non-monetary Monetary /
non-monetary
Contribution payment deadline
5 years
Monetary - no limitation; Non monetary - within 3 years (in specified cases until date of
company registration)
By the date of filing the registry motion
N/A 5 years
1 year (has to be paid up to the end after the first year of
the registration of the company)
Guarantee by shareholders Up to unpaid contribution
Shareholders are responsible with their own property up to
the amount of unpaid contribution
Up to unpaid contribution Up to contributions Up to unpaid contribution Shareholders bear a
responsibility in a limit of their contribution
Company´s bodies
Executive Director(s), Supervisory Board (voluntarily),
Sole shareholder or General Meeting
Shareholder’s Meeting, Managing Directors
(Supervisory Board and Auditor, only if required by
law)
Management Board, Shareholders‘ Meeting +
Supervisory Board (obligatory only when share capital
exceeds PLN 500,000 and shareholders no. > 25)
Executive Director(s), Sole shareholder, General
Meeting and Controller(s) (more than 15 shareholders)
Executive Director(s), Supervisory Board (voluntary), Sole
shareholder or General Meeting
Executive body (Director(s), General Director) Supervisory Board (voluntarily), Main Body
( General Meeting of Shareholders)
Summoning GM Min. 1 x per year accounting
period Min. 1 x per accounting
period Min. 1 x per year
Min. 1 x per accounting period
Min. 1 x per year accounting period
Min. 2 x per year accounting period
Minimum quorum Presence of SHs with min. 50% votes, if not agreed differently
At least presence of SHs with min. 50% votes, if not agreed
differently
Quorum not required, if not agreed differently or provisions
state otherwise
Absolute majority of shares and shareholders, if not
agreed differently
Presence of SHs with min. 50% of all votes, if not
agreed differently
Presence of SHs with more than 50% of votes (50+1)
Registration procedure duration
5 working days 8 - 10 working days 2 - 4 weeks 3 working days 10 - 15 working days 24 hours after submitting
documents to a state register
Court fee CZK 6,000 HUF 100,000 (simplified procedure HUF 50,000)
PLN 600
Starting with February 1st, 2017, the Trade Register
fees for incorporation were removed.
EUR 300 (via advanced electronic signature
EUR 150)
UAH 480 (UAH 492 with commission)
Obligatory VAT registration Turnover CZK 1 million for the
last 12 months In the first 2 years monthly
Turnover PLN 200,000 for previous fiscal year
Yearly turnover over RON 220,000 / intra-community
acquisitions
Turnover EUR 49,790 for the last 12 months
Turnover UAH 1 million for the last 12 months or on
free-will
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