Abstract

Th e reform of the Dutch closed corporation Besloten Vennootschap (BV), which “dismantled” to a large extent the institution of legal capital, entered into force on 1 October 2012,. Th e Dutch legislator reached much deeper with the reform than other European legislators, who eliminated the minimum level of legal capital (i.e. Germany, France).Th e liberalization of the institution of legal capital aff ected in particular capital “retention” rules, including restrictions on payments to the shareholders, which are now dependent on the solvency and liquidity tests. In addition to the aspects of taxation which are of key business importance, the internal functionality of a limited liability company may have a fundamental impact on the capability to “attract” entrepreneurs to set up companies in Poland. In the light of the continuing phenomenon of regulatory competition between EU member states with respect to company laws, the Polish legislator faces the challenge of paving a “path” for the Polish limited liability company to compete with companies such as the Dutch BV. Th e obstacle put in by the Dutch seems to have been overcome by the draft assumptions for the amendment to the Commercial Companies Code published on 17 July 2013 by the Civil Law Codifi cation Commission at the Ministry of Justice, which concern, among other things, the reform of the asset structure of the limited liability company. Hopefully those assumptions will “survive” the further legislative process.