During our practice we have served versatile consulting to foundations, public funds, corporations and individual investors.
Giving the loan agrees to transfer the property of receiving a certain amount designated in the form of money or objects, and receiving back the same amount of money or the same quantity of things of the same kind and quality.
The LLC can provide loan for various purposes. To the loan agreement (otherwise than under the contract of loan) does not belong to the method of use of the subject loan. Valid, however, the provisions of the agreement obliging the borrower to use of the subject loan for a certain method. If a loan is granted to the founder who is interested in the development of the company, an objective(s) that it needs to be intended could be described in the contract.
In the case where all shares belong to the sole founder his will shall be null and void unless made in writing, and in cases exceeding the scope of regular activities of the company, a statement in writing with a notarized signature.
If the only founder is also the sole member of the Board, legal action between the founder and administrated by him company require the drawing up of a notarial deed. On each of such legal action, the notary shall notify the court of registration, by sending an extract of the act. This provision is applied also to the loan agreement between the company and the sole founder, performing simultaneously the function of a single Board member.
Additional formalities related to the loan agreement between the founder and the company may arise in a situation when the founder-the lender is a foreigner. In this case you should check that the conclusion of the loan agreement do not require the authorization of a foreign currency.
The currency control provides the limitations to receive by residents from non-residents from third countries loans for maturities of more than half of the loan before a year since the conclusion of the contract. These are the main limitations that must be clarified based on the general permits arising from the order of the Minister of Finance of 3 September 2002 on General permission for foreign currency.
Laws and regulations admit the possibility of the loan if the company, with headquarters in the country, received from non-residents from third countries, have in these companies share in total giving of 10 percent of the votes at a meeting of shareholders, on the maturity exceeding half the amount of the loan before a year elapsed since the conclusion of the contract. In the case of minority shareholders, i.e. having less than 10 percent of the share capital, the necessity of obtaining the permission of foreign currency applies to the founders of third countries.
Loans from the founders of the company are a very popular form to fund the business activity. In addition, attractiveness is affected by the fact that the law on the tax on civil actions does not apply to loans provided to the company by its founders.
Interests are taxed at 19%. Payer of this tax is the borrower. It means that the person issuing loans should not personally pay the tax and submit any declarations. Accordingly, the company that got the loan, paying it, shall transmit the amount of interest net of tax. This tax must be paid before the 20th day of the month following the month of accrual of the tax at the expense of the right of tax inspection. Until the end of February of the following year at the conclusion of the contract, the borrower also has the obligation to forward to the taxpayer information about personal income, i.e. personal income tax.