Templo Evangélica Unida De Terrassa España

Limited Liability Company Joint Stock Company

General purpose carrying out an activity in any purpose permitted by law

carrying out business, as well as non-business activities Number of founders

Polish and/or foreign

at least 1 person (however, a founder being a limited liability company should itself have more than one shareholder)

at least 1 person (however, a founder being a limited liability company should itself have more than one shareholder)

Establishment method

simple: signing of a company deed in the form of a notarial deed + registration with the court

more complicated: signing articles of a joint stock company + signing of a notarial act on acquisition of shares (if share capital is to be collected by public subscription, permission from the Polish Financial Supervision Authority is required) + registration with the court

Limitation of activities

limited (it is not allowed to carry out inter alia banking and insurance activity nor run a stock exchange)

Minimal initial capital PLN 5,000 PLN 100,000 Capital to be paid in

prior to registration (relates only to cash contributions)

100% minimum 25%

Shares initial capital may be divided into shares of equal or unequal value; preference shares entitle shareholders to extra dividends and/or voting rights

share capital divided into shares of equal nominal value; types of shares: registered shares, bearer shares, preference shares, utility shares Minimal value of one

share

PLN 50 PLN 0.01 Valuation of in-kind

contributions

made by founders made by founders; then the founders must draft a report which is subject to the scrutiny of expert auditors appointed by the registry court (exemptions allowed)

Legal status of shares shares represent property rights and are not securities; as a rule no share certificates are issued

shares are considered as securities; share certificates should be issued

Sale of shares issued in return for in-kind contribution

no restrictions; such shares can be sold immediately after issuance, provided that other restrictions do not apply

such shares may not be transferred or pledged until the general assembly approves the report and the accounts for the financial year of the company in which the shares have been covered by in-kind contribution Public trading

in shares (stock exchange)

impossible possible, subject to certain requirements

Increase of the share capital

generally requires general meeting’s approval (in a notarial form) passed by a two-thirds majority of votes, unless the company deed provides for a stricter majority; the company deed may also allow for an increase of capital without the need to amend the company deed, i.e. in such a situation notarial form is not required and a simple majority of votes is sufficient

generally requires the general assembly’s approval (in a notarial form) passed by a three-fourths majority of votes; however, the articles may provide for a stricter majority, except for increases made within the amount of the target share capital, which requires a resolution of the management board

Obligatory audit yes, if certain criteria provided in the Act on Accounting are met always Requirement to convene general assembly if the company incurs a loss to decide on further operation of the company

if loss exceeds the sum of the supplementary and reserve capitals and one-half of the share capital

if loss exceeds the sum of the supplementary and reserve capitals and one-third of the value of the share capital

Shareholders’ personal liability for the company’s obligations

Indirect responsibility – related to and limited up to the nominal value of the contributed shares

Indirect responsibility – related to and limited up to the value of contributed shares Board members’

personal liability for the company’s obligations

direct responsibility under Commercial Companies Code if an enforcement against a company appears to be ineffective, the board’s members are jointly and severally liable for the obligations thereof, including among others tax and social security liabilities (subject to limitations provided by law)

if an enforcement against a company appears to be ineffective, the board’s members are jointly and severally liable for tax obligations thereof (subject to limitations provided by law), responsibility for other obligations under general rules of civil code and bankruptcy law

Shareholder’s right to profits

demandable by the general meeting’s approval of the balance sheet

and the profit and loss account for the preceding year, pursuant to a shareholders’ decision in the form of resolution on dividend payment (provided that passing of such a resolution is authorised by the company deed) unless the company deed or the shareholders’ resolution otherwise provides

demandable by the general meeting’s approval of the balance sheet

and the profit and loss account for the preceding year, pursuant to a shareholders’ decision in the form of resolution on dividend payment, unless the company deed or the shareholders’ resolution provide otherwise

Distribution of property which remains after the liquidation of the company

the distribution among shareholders of the property cannot be carried out before the lapse of 6 months from the date of the announcement of the liquidation and the summoning of creditors

distribution of the property among the shareholders cannot be effected before the lapse of 1 year from the date of the announcement of the opening of the liquidation and the summoning of creditors

APPENDIX D

Procedures for Establishing