1.

Costumer and entrepreneur

A consumer is any natural person performing a legal act which is not directly related to his business or
professional activity.The other party is always an entrepreneur. An entrepreneur is a natural person, a legal
person or a statutory person conducting business or professional activity on its own behalf. An
entrepreneur operates under a business name. The business name is disclosed in the relevant register
unless separate regulations provide otherwise. The entrepreneur's name should differ sufficiently from the
names of other entrepreneurs conducting activity on the same market.
For example if I go to shop to buy PC, I am consumer but if I have a business it depends on me whether I
buy PC for company or for myself.
There are 2 marketing concepts B2B and B2C, while Business to business is logic driven, focuses on time,
money and resources saving and also favors in depth-promotion, Business to costumer favors simple
communication, appeals to emotion and focuses on benefits and solving problems.
I do not think that consumer should be always weaker party of contract because sometimes they are
misusing this advantage, for example in America there is problem with that, because people are buying
matraces use them until warranty periods ends and change them for new, so they do not have to pay for it.

2. Business name and commercial proxy

A commercial proxy is a power of attorney granted by an entrepreneur that is subject to the obligation to
be entered in the relevant register; such power of attorney includes the authorization to act in and out of
court in respect of running an enterprise.

Sole entrepreneurs (natural persons) – Central Registration and Information on Business

Commercial Companies – National Court Register

Commercial proxy should be granted in writing otherwise it will be invalid. Commercial proxy may be
and individual with full capacity for legal acts. An entrepreneur should notify the commercial register of
the granting and expiry of commercial proxy.

Business name- name which a business trades under for commercial purposes, although its registered,
legal name, used for contracts and other formal situations. It should differ sufficiently from the names of
other entrepreneurs conducting activity on the same market.
It cannot be misleading, particularly regarding the identity of the entrepreneur, its objects, place of
activity, or supply sources. There are also other requirements for business name for example The business
name of professional partnership shall contain :

- the surname of at least one partner,

- the additional words „i partner” („and partner”) or ” i partnerzy” („and partners”) or „spółka partnerska”
(„professional partnership”) and

- the designation of the profession pursued in the partnership

The abbreviation „sp.p.” may be used in business dealings. (in polish)

 3. Limited capacity for legal acts
Capacity to contract means the legal competence of a person to enter into a valid contract. Usually the
capacity to contract refers to the capacity to enter into a legal agreement and the competence to perform
some act. The basic element to enter into a valid contract is that s/he much have a sound mind. Every
human being has legal capacity from the moment of birth. But from the age 13 to age 18 we have limited
capacity. For legal act to be valid in this age the consent of the statutory representative is required.

The validity of a contract executed by a person with limited capacity for legal acts without the required
consent of his statutory representative depends on the contract being ratified by that representative.

Exceptions: A person with limited capacity for legal acts may, without the consent of his statutory
representative, execute contracts of a type commonly executed in minor current day-to-day matters.
Example: Eva goes to the grocery shop to buy bread
A person with limited capacity for legal acts may, without the consent of his statutory representative,
dispose of his earnings unless the guardianship court rules otherwise for good cause.
Example: summer job
If the statutory representative of a person with limited capacity for legal acts gives him specific property
items for unrestricted use, that person acquires full capacity for legal acts concerning these property items.
Example: birthday gift from parents

4. Legal persons and statutory persons

Legal persons are the State Treasury and organizational units which are accorded legal personality by
specific regulations.
Examples: universities, capital companies, foundations
The establishment, system and dissolution of legal persons are set forth in the relevant regulations; in the
instances and to the extent specified in those regulations, the organization and the manner of operation of
a legal person is also regulated by its articles of association.
Companies are legal persons from day of registration .
An organizational unit attains legal personality upon its entry in a relevant register unless specific
regulations provide otherwise.
“Statutory person” it is a doctrinal concept. In Polish Civil Code it may be found the following
expression:“organizational units with no legal personality
but having legal capacity”
Examples: commercial partnerships; housing community
The provisions on legal persons apply accordingly to statutory persons.
  Subsidiary liability for the obligations of such unit is borne by its members unless a separate regulation
provides otherwise; the said liability arises when the organizational unit becomes insolvent

Differences
 COMMERCIAL PARTNERSHIPS CAPITAL COMPANIES

It includes

1. Registered partnership 1. Limited liability company (LLC)

2. Professional partnership 2. Joint-stock company

3. Limited partnership

4. Limited joint-stock partnership

They are legal entities and also They are legal persons with legal personality2
Organizational units with no legal personality but
having legal capacity1

A partnership may acquire rights in its own name,

including the right of ownership of real estate and
other rights in rem,
incur obligations, sue and be sued.

They have relationships with Third Parties and A legal person acts through its BODIES
Internal Relationships within the Partnership:
LLC and Joint-Stock Company:
we call them PARTNERS
- Management Board
- Supervisory Board3
- General Meeting of Shareholders

1
See art. 331 of Civil Code.
2
See art. 33-43 of Civil Code.
3
In relation to limited liability companies the supervisory board shall be created in companies whose
share capital exceeds 500,000 zlotys and where there are more than twenty-five shareholders.
 LIABILITY LIABILITY

GENERAL RULE Subsidiary liability of the
partner : A creditor of the partnership may
conduct execution from the partner's assets
where execution from the assets of the
partnership proves ineffective.4
GENERAL RULE : The shareholders shall
not be liable for the obligations of the
company5.

CONTRIBUTION
CONTRIBUTION
Financial (cash) contribution
Financial (cash) contribution
In-kind contribution
In-kind contribution
Inalienable right

Provision of work or services

5. Limited liability company - GENERAL RULES

It is a legal person and may be established by one or more persons for any legitimate purpose unless the
law provides otherwise. Also the shareholders shall not be liable for obligations of the company

SHARE CAPITAL

4
See art. 22 par. 2 and 31 par. 1 of Code of Commercial Companies in base LEGALIS.
5
See art. 151 par. 4 and art. 301 par.5 of Code of Commercial Companies in base LEGALIS.
- shall amount to at least 5.000 PLN

- shall be divided into shares of equal or unequal nominal value

- the nominal value of one share may not be less than 50 PLN

FORMATION

1) Articles of association (notarial deed) – it is the moment of creation of „LLC in organisation”

(organizational unit with no legal personality but having legal capacity).

LLC in organisation may acquire rights in its own name, to assume obligations, to sue and be sued.

2) Registration in National Court Register–it is the moment of creation of LLC (legal person)

FORMATION VIA INTERNET

The deed of LLC may also be concluded using a model deed. It is necessary to fill in a model deed made
available in the IT data transmission system and provide it with an advanced electronic signature or a
signature confirmed by trusted profile

Financial contribution, lower costs of registration, without a presence of notary

BUSINESS NAME

It may be chosen freely BUT it shall include the additional words : „spółka z ograniczoną
odpowiedzialnością” („limited liability company”). The abbreviation „spółka z o.o.” or „sp. z o.o.” may
be used in business dealings.

ARTICLES OF ASSOCIATION OF LLC shall contain : - the business name and the seat of the
company, the objects of the company , the amount of the share capital a statement as to whether
shareholder may hold one or more shares, the number and nominal value of shares and the duration of the
company, if it is specified