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Polish LLC (Limited Liability Company) online – basic documents and forms

Publication date: February 21, 2023

The functioning of a limited liability company in Poland (Polish: spółka z ograniczoną odpowiedzialnością) is regulated by the Act of September 15, 2000, the Code of Commercial Companies. According to the legal definition, a limited liability company may be established for any legally permissible purpose by one or more persons. It has legal personality and separate liability from shareholders. A limited liability company is one of the most popular forms of company in Poland, which is related, among other things, to the issue of taxes. Taxes in a limited liability company are paid in accordance with the principles set out in the Act of February 15, 1992 on corporate income tax. The taxpayer is the company itself and, if necessary, it is responsible to the Tax Office for irregularities.

Elements of the articles of association of a Polish limited liability company in the online company formation system

Establishing a limited liability company is tantamount to concluding an agreement between the shareholders. The Code of Commercial Companies specifies the mandatory elements that should be included in the articles of association of a limited liability company, and additionally it also enables the establishment of a company using a standard agreement. The use of the contract template in the online company establishment procedure is a great help, because the computer system (interactive form provided by the Polish Ministry of Justice) contains the necessary elements that should be included in the limited liability company articles of association and, above all, it does not require the form of a notarial deed, which means that no notary fees are paid. Conclusion of articles of association of Polish LLC using the aforementioned template requires filling in the AoAs in the form available online – on the website of the Ministry of Justice at: prs.ms.gov.pl, under the tab “National Court Register”, “S24 – Registration of the Company, Other applications”.

In terms of determining standard contracts, the legislator refers to the Regulation of the Minister of Justice of 14 January 2015, which contains, in the form of attachments, templates for a limited liability company.

The standard limited liability company AoAs are characterized by the fact that the text of the AoAs cannot be changed, but it provides for variants of the content of individual provisions, from which one should be selected. The AoAs template consists of 17 paragraphs.

The first element of the form is to specify the date, but it is not the moment of concluding the articles of association. The AoAs are considered concluded after entering into the ICT system all the data that are necessary for its conclusion and upon signing them with an electronic signature.

Persons establishing a limited liability company via the provided template, depending on whether they are natural or legal persons or organizational units without legal liability, are required to enter the appropriate data. In the case of natural persons, these are: name and surname, PESEL number (Polish National Identification Number) (in the absence of it, passport number with an indication of the country of issuing the passport) as well as the place of residence and address. In the case of legal persons or organizational units without legal personality, the following should be indicated: company or name, number of the Polish commercial register (if the entity is not registered in the National Court Register, the number in the relevant register, with the name of the register and the name of the authority keeping the register, and in the case the register is held abroad – indication of the country in which the register is held) as well as the registered office and address.

Then, there should be indicated the name, registered office of the company and the subject of its activity.

Another element is the determination of the share capital, only in cash – it must amount to at least PLN 5,000. The share capital is divided into shares specified by the persons establishing the company. Each share has its nominal value, which should also be indicated, but it cannot be lower than PLN 50. The share of each shareholder in the company is then determined.

In § 7 of the standard AoAs there is a clause on the unlimited duration of the company. This means that the company cannot be dissolved for reasons provided for in the AoAs, but there is a possibility of dissolving the company, among others, when an appropriate resolution of the shareholders is passed or when the Polish court issues a ruling on its dissolution.

Establishing a company using a template allows shareholders to select individual variants regarding the division, sale or pledge of shares, reserve capital and supplementary capital. It is an interactive form, because depending on the chosen variant, the AoAs are shaped in a corresponding way.

In § 12 et seq., the persons establishing the company choose further variants regarding the company’s governing bodies and their composition.

The last one, § 17, concerns the financial year, which should be determined by the end date of the first financial year.

Signatures of all shareholders must be included at the end of the AoAs template.

Model AoAs are a facilitation for establishing a limited liability company, it is definitely a faster method than the classic mode. It is enough to register in the S24 system, submit registration documents, including the AoAs described above, and then the registry court examines the application for entry in the National Court Register and decides to enter the registration. Judgments and court documents are also served via the portal in the ICT system.

As indicated above, Polish law provides for a template of standard AoAs for entering into a Polish limited liability company and additionally the content of the basic activities of managing such a company as indicated below.

Appendix 1

TEMPLATE OF THE AGREEMENT OF A LIMITED LIABILITY COMPANY (AoAs)

Limited liability company agreement

of …………………………………………

§ 1

The appearing parties:

1) …………………………………………… …………………………………………….. ……………………………………………..

2) …………………………………………… …………………………………………….. ……………………………………………..

3) …………………………………………… …………………………………………….. ……………………………………………..

declare that on the basis of this agreement they establish a limited company liability, hereinafter referred to as the “Company”.

§ 2

The Company’s business name is: ………………………………………. ……………………………. (spółka z ograniczoną odpowiedzialnością) limited liability company.

§ 3

The registered office of the Company is …………………………………………………  

§ 4

The subject of the Company’s activity is:

1) (Polish Classification of Business Activity ………….) ………………. …………………………………………….. …………………………………..,

2) (Polish Classification of Business Activity ………….) ………………. …………………………………………….. …………………………………..,

3) (Polish Classification of Business Activity………….) ………………. …………………………………………….. …………………………………

(where Polish Classification of Business Activity (PKD) stands for “Polish classification of economic activity”)

§ 5

The Company’s share capital amounts to PLN …………………….. (in words: ………………. ……………………….) and is divided into ………. (in words: ……………………………. …………………………) shares, each of which has a nominal value of ……………………. PLN (in words: …………… …………………………………………….. …).

§ 6

Shares in the Company are taken up in the following manner:

1) the shareholder …………………………….. takes up ………… …. (in words: …………………………………………….. …………..) shares with a total nominal value of PLN ……………….. (in words: ……………………………………….. …..);

2) the shareholder …………………………….. takes up …………… …. (in words: …………………………………………….. …………..) shares with a total nominal value of PLN ……………….. (in words: ……………………………………….. ……);

3) the shareholder …………………………….. takes up ………… …. (in words: …………………………………………….. …………..) shares with a total nominal value of PLN ……………….. (in words: ……………………………………….. ……).

§ 7

The duration of the Company is unlimited.

§ 8

Variant A

1. The shares in the Company are equal and indivisible. Each shareholder may have more than one share.

2. Each share carries one vote.

Variant B

1. The shares in the Company are equal and indivisible. Each shareholder may have more than one share.

2. Each share carries one vote.

3. The share may be redeemed with the shareholder’s consent by way of purchase of the share by the Company.

§ 9

Shares in the Company are covered by cash contributions.

§ 10

Variant A

The sale and pledging of shares requires the consent of the Company.

Variant B

The sale and pledging of shares does not require the consent of the Company.

Variant C

1. The sale and pledging of shares requires the consent of the Company.

2. The pledgee and usufructuary may exercise the voting right from the share on which there was established pledge or usufruct, if provided for by the legal act establishing the limited right in rem and when there is indication of its establishment in the share register and about the authorization to exercise voting rights.

Variant D

1. The sale and pledging of shares does not require the consent of the Company.

2. The pledgee and usufructuary may exercise the voting right from the share on which there was established pledge or usufruct, if provided for by the legal act establishing the limited right in rem and when there is indication of its establishment in the share register and about the authorization to exercise voting rights.

§ 11

Variant A

The company may create reserve and supplementary capital.

Variant B

1. The company may create reserve and supplementary capital.

2. The Management Board may pay an advance on the expected dividend for the financial year, if there are conditions required by law, in particular if the company has sufficient funds for payment.

§ 12

Variant A

The Company’s governing bodies are:

1) Management Board;

2) Meeting of shareholders.

Variant B

The Company’s governing bodies are:

1) Management Board;

2) Supervisory Board;

3) Meeting of shareholders.

Variant C

1. The Company’s governing bodies are:

1) Management Board;

2) Supervisory Board;

3) Meeting of shareholders.

2. A shareholder is not entitled to individual control, subject to sec. 3.

3. A shareholder may exercise the right of individual control if the Supervisory Board has not been appointed or if the number of members of the Supervisory Board is lower than required by the agreement (AoAs).

§ 13

1. The Management Board consists of one or more members appointed and dismissed by a resolution of shareholders. A resolution of the shareholders may specify the functions of individual members of the Management Board.

2. The term of office of a member of the Management Board is ……………

3. The mandate of a member of the Management Board expires at the end of the term of office, dismissal from the composition of the Management Board, death or resignation.

An additional variant that applies to the appointment of a supervisory board, i.e. choice of variants B or C in § 12

4. The Supervisory Board consists of at least ……… members appointed and dismissed by a resolution of the shareholders.

5. The term of office of a member of the Supervisory Board is …….

6. The mandate of a member of the Supervisory Board expires at the end of the term of office, dismissal from the composition of the Supervisory Board, death or resignation.

§ 14

Variant A

In the case of a one-person Management Board, a statement on behalf of the Company is made by a member of the Management Board. In the case of a Management Board consisting of two or more persons, in order to submit the statements on behalf of the Company there is required the cooperation of two members of the Management Board or one member of the Management Board together with a proxy.

Variant B

Each member of the Management Board is authorized to make statements on behalf of the Company independently.

§ 15

The members of the first Management Board of the Company are appointed in the following manner:

1) …………………………………………… ……….., function: …………………………………..,

2) …………………………………………… ……….., function: …………………………………..,

3) …………………………………………… ……….., function: ……………………………………

An additional option that applies to the appointment of the supervisory board, i.e. selection of variants B or C in § 12

The following persons are appointed to the first Supervisory Board by the shareholders:

1) …………………………………………… ……….., function:  …………………………………..,

2) …………………………………………… ……….., function:  …………………………………..,

3) …………………………………………… ……….., function:  ……………………………………

§ 16

Variant A

Disposition of the law or incurring an obligation to provide a benefit of the value twice exceeding the amount of the share capital of the Company requires a resolution of the shareholders.

Variant B

Disposition of the law or incurring an obligation to provide a benefit of the value twice exceeding the share capital of the Company does not require a resolution of the shareholders.

§ 17

1. The financial year is the calendar year, subject to sec. 2.

2. The first financial year ends on December 31 of ……….. year.

Shareholders’ signatures:

1) ……………………………..

2) ……………………………..

3) ……………………………..

APPENDIX No. 2

TEMPLATE OF THE RESOLUTION AMENDING THE AGREEMENT OF A LIMITED LIABILITY COMPANY

Resolution No. ………. of …………

The appearing parties:

1) …………………………………………… …………………………………………….. …………………………………..,

2) …………………………………………… …………………………………………….. …………………………………..,

3) …………………………………………… …………………………………………….. …………………………………….

decide to amend the content of the articles of association of ……….. in such a way that:

– § …. is replaced: “…………………….”,

– § …. is replaced: “…………………….”.

The resolution was adopted unanimously / …. votes were cast in favor of the resolution, …. votes against.

Shareholders’ signatures:

1) ……………….

2) ……………….

3) ……………….

APPENDIX No. 3

TEMPLATE OF THE RESOLUTION ON APPOINTING AN ATTORNEY (PROXY) OF A LIMITED LIABILITY COMPANY TO CONCLUDING AN AGREEMENT IN A LIMITED LIABILITY COMPANY WITH A MEMBER OF THE MANAGEMENT BOARD USING A TEMPLATE OF AGREEMENT

Resolution No. ………. of ………

§ 1

Meeting of shareholders of the company ……………………………………….. ……………………………………………, hereinafter referred to as the “Company”, acting pursuant to art. 210 § 11 of the Code of Commercial Companies, decides to appoint:

1) ………….………………………………………………….……………………………..

2) …………………………………………………………………….…………………………..

as the Company’s attorney(s) (proxies) to conclude the articles of association

……………………………………………………………………………………………………

with a member / members of the Management Board of the Company:

1) ………………………………………………….……………………………..

2) ……………………………………………………………… …………………………………………….. ……………………..

§ 2

The attorney is entitled to independently shape the content of the contract, guided by the interest of the Company / Proxies are entitled to independently shape the content of the contract, guided by the interest of the Company.

§ 3

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / in favor of the resolution …. votes for …. votes against.

Signature of the Chairman of the Shareholders’ Meeting.

APPENDIX No. 4

TEMPLATE OF THE RESOLUTION ON APPOINTMENT OF AN ATTORNEY OF A JOINT-STOCK COMPANY TO CONCLUDE AN AGREEMENT IN A LIMITED LIABILITY COMPANY WITH A MEMBER OF THE MANAGEMENT BOARD USING A TEMPLATE OF AGREEMENT

Resolution No. ………. of …………

§ 1

General Meeting of the company …………………………………………….. ……………………………………….,

hereinafter referred to as the “Company”, acting pursuant to art. 379 § 11 of the Code of Commercial Companies,

decides to appoint:

1) …………………………………………… …………………………………………….. ……………………………………………

2) …………………………………………… …………………………………………….. ……………………………………………

as the Company’s attorney(s) (proxies) to conclude the articles of association:

…………………………………………….. …………………………………………….. …………………………………………….. .

with a member / members of the Management Board of the Company

1) …………………………………………… …………………………………………….. ……………………………………………

2) …………………………………………… …………………………………………….. ……………………………………………

§ 2

The attorney is entitled to independently shape the content of the contract, guided by

the interest of the Company / Proxies are entitled to independently shape the content

of the contract, guided by the interest of the Company.

§ 3

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / ….. votes were cast in favor of the resolution, …. votes against.

Signature of the Chairman of the General Meeting.

APPENDIX No. 5

TEMPLATE OF THE RESOLUTION ON ESTABLISHING A PROXY BY A LIMITED LIABILITY COMPANY

Resolution No. …….. of ………

The company’s management board ………………………………………… …………………………………………….. …………………….. appoints the following persons as the company’s proxy:

1) …………………………………………… ………………., type of proxy: (separate / joint / joint commercial); designation of the company’s branch 1) : ………………………………………. …..; manner of exercising the proxy 2) : …………………………;

2) …………………………………………… ………………., type of proxy: ( separate / joint / joint commercial); designation of the company’s branch 1) : ………………………………………. …..;

manner of exercising the proxy 2) : ………………………. .

Signatures of all Management Board members:

1) ……………………..

2) ……………………..

3) ……………………..

________________________

1) Applies to separate branch proxy and joint branch proxy.

2) Applies to joint commercial proxy and joint branch commercial proxy.

APPENDIX No. 6

TEMPLATE OF THE RESOLUTION ON THE DISSOLUTION OF A LIMITED LIABILITY COMPANY

Resolution No. ………….. of ……………

§ 1

Based on Article 270 point 21 ofthe Code of Commercial Companies, shareholders of the company …………………………………………….. …………………………………………….. ……………………., hereinafter referred to as “Company”, decide to adopt a resolution to dissolve the Company as of ……………….

§ 2

Option A

The liquidators are members of the Management Board.

Variant B

The following persons are appointed as liquidators:

1) …………………………………………… …………………………………………….. …………………………………………

2) …………………………………………… …………………………………………….. …………………………………………

§ 3

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / the resolution was supported by …. votes for, …. votes against.

Shareholders’ signatures:

1) …………………………

2) …………………………

3) …………………………

APPENDIX No. 7

TEMPLATE OF THE AGREEMENT FOR THE SALE OF SHARES IN A LIMITED LIABILITY COMPANY

Agreement on the sale of shares in a limited liability company

Seller …………………………………………….. …………………………………………….. declares that he is selling ………… shares / stocks in a limited company, …………………………………………….. …………………………………………….. ………………… with a total nominal value of ………. (in words: ………………………….. ……………………..) at a price …………. (in words: ……………………………. …………………………………………….. …………………….) and the buyer …………………………………………. …………………………………………….. ………………………………. declares that it purchases these shares at the indicated price.

Signatures:

Seller ……………….

Buyer ………………..

APPENDIX No. 8

TEMPLATE OF THE RESOLUTION ON APPROVAL OF THE FINANCIAL STATEMENTS OF A LIMITED LIABILITY COMPANY WHICH HAD NO OBLIGATION TO AUDIT THE FINANCIAL STATEMENTS

Resolution No. ……….. of ……………….

§ 1

Meeting of shareholders of the company …………………………………………….. …………………………………………….. …………

after considering the financial statements for the financial year: ( date of the first day of the

financial year: day, month, year – date of the last day of the financial year: day, month, year )

approves:

1) the company’s balance sheet;

2) profit and loss account;

3) additional information, including: introduction to the financial statements and

additional information and explanations.

§ 2

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / …. votes were cast in favor of the resolution, …. votes against.

Shareholders’ signatures:

1) ……………………………..

2) ……………………………..

3) ……………………………..

APPENDIX No. 9

TEMPLATE OF THE RESOLUTION ON APPROVAL OF THE FINANCIAL STATEMENTS OF A LIMITED LIABILITY COMPANY IN RESPECT OF WHICH IT WAS OBLIGATORY TO AUDIT THE FINANCIAL STATEMENTS 2

Resolution No. …………… of ……………….

§ 1

Meeting of shareholders of the company …………………………………………….. …………………………………………….. …………

after considering the financial statements for the financial year: (date of the first day of the financial year: day, month, year – date of the last day of the financial year: day, month, year ) approves:

1) the company’s balance sheet;

2) profit and loss account;

3) additional information including: introduction to the financial statements and additional information and explanations;

4) statement of changes in equity;

5) cash flow statement.

§ 2

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / …. votes were cast in favor of the resolution, …. votes against.

Shareholders’ signatures:

1) …………………………

2) …………………………

3) …………………………

APPENDIX No. 10

TEMPLATE OF THE RESOLUTION ON PROFIT DIVISION IN A LIMITED LIABILITY COMPANY

Resolution No. ………. of …………

§ 1

Meeting of shareholders of the company …………………………………………….. ………………………….. decides that the company’s profit for the financial year ( date of the first day of the financial year: the day month, year – date of the last day of the financial year: day, month, year ) will remain divided as follows:

…………………………………………….. …………………………………………….. …………………………………………….. …………………………………………….. …………………………………………….. ……………………………………………….

§ 2

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / the resolution was supported by …. votes for, …. votes against.

Shareholders’ signatures:

1) …………………………

2) …………………………

3) …………………………

APPENDIX No. 11

TEMPLATE OF THE RESOLUTION ON COVERING LOSS IN A LIMITED LIABILITY COMPANY

Resolution No. ………. of …………

§ 1

Meeting of shareholders of the company …………………………………………….. decides that the company’s loss for the financial year (date of the first day of the financial year: the day month, year – date of the last day of the financial year: day, month, year ) will be covered in the following way:

…………………………………………….. …………………………………………….. …………………………………………….. .

…………………………………………….. …………………………………………….. …………………………………………….. .

§ 2

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / the resolution was supported by …. votes for, …. votes against.

Shareholders’ signatures:

1) …………………………

2) …………………………

3) …………………………

APPENDIX No. 12

SAMPLE LIST OF SHAREHOLDERS OF A LIMITED LIABILITY COMPANY

…………………… Limited liability company

as at ………

Name and surname / NameNumber of sharesThe value of one shareShare value in total
    
    
    

Signatures of all Management Board members:

1) ……………………..

2) ……………………..

3) ……………………..

APPENDIX No. 13

TEMPLATE OF THE RESOLUTION ON VOLUNTARY REDEMPTION OF A SHARE IN A LIMITED LIABILITY COMPANY

Resolution No. …………… of ……………

The general meeting of shareholders of the Company ………………………………, hereinafter referred to as the “Company”, decides:

1) pursuant to art. 199 § 1 of the Code of Commercial Companies and § 8 sec. 3 of the Company’s AoAs, with the consent of the shareholder ……………………………… for redemption of ………………. shares – in the mode of voluntary redemption with the consent of the shareholder …………………….. without payment of remuneration / against remuneration …………………………….. – ……………. ………………. shares in the share capital of the Company with a nominal value of PLN ……………….. each share, i.e. in total ………………….. (in words: …………………… ……..);

2) determine that the redemption of shares takes place from the Company’s net profit. The resolution was adopted unanimously / …. votes were cast in favor of the resolution, …………. votes against.

Shareholders’ signatures:

1) …………………………

2) …………………………

3) …………………………

APPENDIX No. 14

TEMPLATE OF THE RESOLUTION ON CHANGING THE COMPOSITION OF THE MANAGEMENT BOARD OF A LIMITED LIABILITY COMPANY

Resolution No. ………………………… of ……………

§ 1

Meeting of shareholders of the company ……………………………………………..   dismisses from the board of directors:

1) …………………………………………… …………., function: ………………………………. ……………………………..,

2) …………………………………………… …………., function: ………………………………. ……………………………..,

3) …………………………………………… …………., function: ………………………………. ……………………………..,

The board of directors appoints:

1) …………………………………………… …………., function: ………………………………. ……………………………..,

2) …………………………………………… …………., function: ………………………………. ……………………………..,

3) …………………………………………… ………….., function: ………………………………. ……………………………..

§ 2

The resolution comes into force on the date of adoption / on …

The resolution was adopted unanimously / …. votes for, …. votes against were cast in favor / against the resolution.

Shareholders’ signatures:

1) ………………………….

2) ………………………….

3) ………………………….

APPENDIX No. 15

TEMPLATE OF THE RESOLUTION ON CHANGING THE COMPOSITION OF THE SUPERVISORY BOARD OF A LIMITED LIABILITY COMPANY

Resolution No. ………………………… of …………… ….

§ 1

Meeting of shareholders of the company …………………………………………….. dismisses from the Supervisory Board:

1) …………………………………………… ……………, function: …………………………….. ……………………………..,

2) …………………………………………… ……………, function: …………………………….. ……………………………..,

3) …………………………………………… ……………, function: …………………………….. ……………………………..,

the Supervisory Board appoints:

1) …………………………………………… ……………, function: …………………………….. ……………………………..,

2) …………………………………………… ……………, function: …………………………….. ……………………………..,

3) …………………………………………… ……………, function: …………………………….. ……………………………..

§ 2

The resolution comes into force on the date of adoption / on …

The resolution was adopted unanimously / …. votes for, …. votes against were cast in favor / against the resolution.

Shareholders’ signatures:

1) ……………………..

2) ……………………..

3) ……………………..

APPENDIX No. 16

TEMPLATE OF THE RESOLUTION ON GRANTING CONSENT TO THE SALE OF SHARES IN A LIMITED LIABILITY COMPANY 1)

Resolution No. ……………. of ……………….

The company’s management board ………………………………………… …………………………………………….. ………. decides to give …………………………………………….. ………………. consent to the sale of …………………………………………….. … (in words: ……………………………………….. ……………………….) shares / …………….. ………. …………………………………………….. …………………………………………….. ….. 2) in the Company to the following buyers:………………………………………… …………………………………………….. ……………………………….

The resolution was adopted unanimously / …… votes for, …… votes against were cast in favor / against the resolution.

Signatures of all Management Board members:

1) …………………………

2) …………………………

3) …………………………

________________________

1) The sale of shares in the performance of this resolution results in the obligation to submit an up-to-date list of shareholders.

2) The division may not result in shares lower than PLN 50.

APPENDIX No. 17

TEMPLATE OF THE RESOLUTION ON THE CONTINUED EXISTENCE OF A LIMITED LIABILITY COMPANY

Resolution No. ……………. of …………………

Based on Article 273 of the Code of Commercial Companies, shareholders of the Company …………………………….., hereinafter referred to as the “Company”, resolve to adopt a resolution on the continued existence of the Company.

The resolution was adopted unanimously.

Shareholders’ signatures:

1) …………………….

2) …………………….

3) …………………….

APPENDIX No. 18

TEMPLATE OF THE RESOLUTION ON CHANGE OF THE ADDRESS OF A LIMITED LIABILITY COMPANY

Resolution No. ……………………. of ………………… ……………………………..

§ 1

The company’s management board ………………………………………… …. decides to change, effective as of …………….., the address of the Company, from: ………………………………………. ………………. (previous address of the Company) to the new one: …………………………………………….. …………………….. (new address of the Company).

§ 2

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / …… votes in favour, ……… votes against were cast in favor / against the resolution.

Signatures of all Management Board members:

1) ……………………………………………

2) ……………………………………………

3) ……………………………………………

APPENDIX No. 19

TEMPLATE OF THE RESOLUTION ON ESTABLISHING A BRANCH OF A LIMITED LIABILITY COMPANY

Resolution No. …………………. of …………………

§ 1

The company’s management board ………………………………………… …………………………………………….. ………. decides:

1) to establish the Company’s Branch in ……………………………..;

2) to determine that the registered office of the Company’s Branch in …………………………….. will be located at …………………………………………….. …….. No. …………. in ……………………. ……… and the Company’s Branch will operate under the name: ………………………………………….. …………………………………………….. …………… .

§ 2

The resolution comes into force on the day of its adoption.

The resolution was adopted unanimously / …………. votes were cast in favor / against the resolution.

Signatures of all Management Board members:

1) ……………………………….

2) ……………………………….

3) ……………………………….

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