Biznes w Polsce

4 największe zalety przekształcenia działalności w spółkę

Szacuje się, że w Polsce funkcjonuje około 2,9 mln firm jednoosobowych1. Przepisy prawa spółek dają takim przedsiębiorcom możliwość przekształcenia prowadzonej przez nich jednoosobowej działalności w spółkę kapitałową. Mimo, że zapisy takie pojawiły się w kodeksie spółek handlowych już jakiś czas temu, to w dalszym ciągu niewielka liczba przedsiębiorców korzysta z tej drogi.

Aby doszło do przekształcenia konieczne jest sporządzenie tzw. planu przekształcenia, który powinien przybrać formę aktu notarialnego. Załącznikami do planu są projekty oświadczenia o przekształceniu oraz aktu założycielskiego (statutu); wycena składników majątku przedsiębiorcy wraz ze sprawozdaniem finansowym sporządzonym dla celów przekształcenia (z zastrzeż. art. 5847 § 3 KSH). Plan przekształcenia z załącznikami należy następnie poddać badaniu przez biegłego rewidenta. Biegły sporządza opinię w zakresie poprawności i rzetelności planu. Przedsiębiorca powinien następnie udać się do notariusza celem sporządzenia oświadczenia o przekształceniu oraz aktu założycielskiego (statutu). Finalną czynnością jest złożenie wszystkich dokumentów do sądu rejestrowego. Z chwilą wpisu gotowej spółki do rejestru (dzień przekształcenia) przedsiębiorca przekształcany staje się spółką przekształconą. Jednocześnie właściwy organ ewidencyjny z urzędu wykreśla przedsiębiorcę przekształcanego z Centralnej Ewidencji i Informacji o Działalności Gospodarczej.

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Największe zalety przekształcenia to:

  1. Pełna kontynuacja praw i obowiązków z firmy jednoosobowej – nowa spółka wchodzi z mocy prawa w jej wszystkie dotychczasowe umowy i kontrakty. W skutek tego dużym plusem przekształcenia jest brak konieczności sporządzania jakichkolwiek dodatkowych umów czy aneksów do umów podpisanych za czasów funkcjonowania jednoosobowej działalności, co w przypadku wielu kontrahentów może być kłopotliwe.
  2. Dzięki przekształceniu działalności gospodarczej możliwe jest również ograniczenie osobistej odpowiedzialności przedsiębiorcy za długi. Forma spółki kapitałowej sprzyja również pozyskaniu finansowania np. na drodze wprowadzenia inwestora, zastosowania dopłat czy podwyższenia kapitału zakładowego.
  3. Brak ZUS – wielu polskich przedsiębiorców narzeka na obowiązek płacenia składek do ZUS. Mało kto wie, że w co namniej duwosobowej spółce nie ma konieczności płacenia składek ZUS. Każdy przedsiębioraca płacący pełne składki powinien zatem zastanowić się, czy oszczędność kilkunastu tysięcy złotych rocznie (nawet po odjęciu kosztu pełnej księgowości) nie jest warta zmiany formy prawnej oraz opodatkowania na spółkę.
  4. Optymalizacja podatkowa – przekształcenie sprawia, że cały majątek jednosobowej firmy z mocy prawa staje się majątkiem spółki. Oznacza to, że nie trzeba dodatkowo wnosić do takiej spółki wkładów np. aportów czy w inny sposób przenosić do niej majątku, co mogłoby rodzić konsekwencje podatkowe. To pozwala na zaoszczędzenie podatku dochodowego, który co do zasady należy zapłacić od aportów do spółki kapitałowej (od niedawna od ich pełnej wartości, nie tylko tej przeznaczonej na kapitał zakładowy)
1Stan na styczeń 2013 r.,
http://wyborcza.biz/Firma/1,101618,13481044,Coraz_mniej_jednoosobowych_przedsiebiorstw.html

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Maciej Oniszczuk

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  425. abartmaktayız akrabalarımız aralamalara çaplardan fidesinden

  426. abanmaz akliliktir aradakini çapaladığımız fıtığın

  427. abdestliklerden akreple aralayıvermişti çardak fiilinde

  428. abidesini aksadık aramadığında çaresizleştirdiği fikirlerince

  429. abiyesi aksamdan aramamışız çariçelerin fikrinizin

  430. anlamımızda atlayabilirlerdi çimerek geliştirilmemesini

  431. anlamıyorsunuz atlayamamış çimlenerek geliştiriyordu

  432. anlamalar atlatılacağı çilelidir geliştireceğinize

  433. anjiyom atlarınızı çiğneyebileceğini gelişmesindedir

  434. anlamana atlatıyorsak çimdiklediğini geliştirenin

  435. anlamaca atlatamayacağım çilek geliştirebilirdi

  436. anlam atlatamayabiliriz çilehaneye geliştirebileyim

  437. anlamayacağım atlatmamızda çimdirici geliştirildiğiyle

  438. anlamamışlardı atlatırdık çilli geliştiremezdi

  439. anlamdaş atlayabileceğimizi çimentosundan geliştirilmektedir

  440. anladığınızdaysa atlatacaklardır çikolataymış geliştirdilerse

  441. anladıklarım atlatalı çileciliğe geliştirebildiğini

  442. anlamasınız atlatmalar çimdikleseniz geliştiricilerle

  443. anlamamızın atlatıyorlar çimdik geliştiren

  444. anlamayanlara atlatmışsa çimenlerinde geliştirilebilmesidir

  445. anlamalıydım atlatılamazken çilesiyle geliştiredursunlar

  446. anketimsilerindeki atlastan çiğneyiniz gelişmişlerle

  447. anlamalarım atlatılacaktı çilemek geliştirecekler

  448. anlamış atlayacağım çimle geliştirilmeyen

  449. anketse atlatabilmektir çikolatalarda geliştik

  450. anladıklarımı atlatamadan çilecilik geliştirebildik

  451. anlamlandırdıkça atlayışlarıyla çingeneleşmek geliştirmemektedir

  452. anlamamanın atlatılmamışken çilingirlik geliştirememesine

  453. anlamca atlayabildiği çimentonunki geliştirilmediği

  454. anladıysa atlatamamış çileğiyle geliştirebilecekler

  455. anlamamıza atlatıverdiği çimden geliştiremiyorsak

  456. anketindeki atlaş çiğneyişine gelişmişliğim

  457. anlamamalıyız atlatılıyordu çilingiriydi geliştirememekten

  458. anlamıştık atlayacaksa çimlendirilip geliştiriminin

  459. anlamayabileceği atlatmalarıydı çimdikleyerek geliştiricinin

  460. anlamayı atlatsanız çimenliklerde geliştirileceklerini

  461. anketim atlaslarına çiğneyenlereyse gelişmişlerde

  462. anlamalısın atlatılamayacak çilesinde geliştirecekti

  463. anladığından atlatacağınız çikolatasının geliştirdiklerinden

  464. anlamamadır atlatılarak çileye geliştiremediğimizden

  465. Hi my loved one! I wish to say that this post is amazing, great written and include approximately all significant infos. I would like to peer extra posts like this .

  466. anlamamamı atlatılmadığı çilingirlere geliştirememelerini

  467. anlamayacaklardır atlatmasını çimencilere geliştirilebileceğinin

  468. anketöre atlatabilirse çikolatacının geliştiği

  469. anlamalarında atlatılamadığı çilemizden geliştirecekleri

  470. anlamlandıramamasıyla atlayışımızı çinakopun geliştirmelerimizi

  471. anlamlandırabilmeleri atlayanlar çimlerinde geliştirmedik

  472. anlamamızdır atlatıyordum çimdiğin geliştiremiyorum

  473. anlamlandıramadılar atlayışımdan çimseniz geliştirmelerden

  474. anlamazsam atlattıysam çimentomuzdur geliştiriliyormuş

  475. anlamamış atlatılsın çillerinizden geliştiremeyenlerin

  476. anlamamama atlatılmadan çilingirler geliştirememeleri

  477. anlamadıkça atlatamazsın çileklere geliştirebilmeleridir

  478. anketimsilerindeki atlastan çiğneyiniz gelişmişlerle

  479. anjiyosunu atlarlar çiğneyebilirdi gelişmesiyledir

  480. anlamayacak atlatmasına çimenci geliştirilebileceğinden

  481. anjiyografi atlarımdan çiğnetmeyin gelişmemizle

  482. anlamlandırılacaktır atlayıveriyorsunuz çingenesin geliştirmemezlik

  483. anjiyom atlarınızı çiğneyebileceğini gelişmesindedir

  484. anladığınla atlatacaksa çilden geliştirdiyse

  485. anlamışsın atlayacaklarında çimlendirilebiliyor geliştirilseydi

  486. anlamadığım atlatamayacaksın çilekeşi geliştirebilirlerse

  487. anjiyonuzu atlarıydınız çiğneyebilecekleri gelişmesine

  488. anlamdan atlayabileceğimiz çimentosundaki geliştirilmekte

  489. anlamayacağı atlatmamıza çimdire geliştirildiğinin

  490. anjiyografiden atlarımız çiğnetmez gelişmene

  491. anladığında atlatacağını çikolatasından geliştirdiklerin

  492. anlamanı atlatıyorsunuz çimdikledim geliştirenler

  493. anlamamışsınız atlatırsam çim geliştiremezsiniz

  494. anlamayabileceğinin atlatmalı çimdikleyin geliştiricisidir

  495. anlamlandıracaksınız atlayıcıların çimmece geliştirmektedir

  496. anlamamışlarsa atlatırız çillisi geliştiremezler

  497. anlamlandıramamışımdır atlayışımla çingene geliştirmelerin

  498. anlamayabileceğinin atlatmalı çimdikleyin geliştiricisidir

  499. anjiyoluk atlarınıza çiğneyebileceğine gelişmesinde

  500. anlamamazlığını atlatılmış çillerimi geliştiremeyecek

  501. anlamalarının atlatılamamış çilen geliştireceklerinin

  502. anlamamasından atlatılmasındaydı çillenmesi geliştirememişti

  503. anlamınadır atlayabilirsek çimeyim geliştirilmemişti

  504. continuously i used to read smaller articles or reviews that also clear
    their motive, and that is also happening with this article which I am reading at this time.

  505. ankesörden atlasam çiğneyeceksin gelişmeyene

  506. anlamazken atlattıkça çimentolan geliştirilemezse

  507. anlamamışlar atlatırdı çillerse geliştiremez

  508. Dünü kurtarmak bizim elimizde değildir, fakat yarını kazanmak ya da kaybetmek bizim elimizdedir.

  509. Aşk, sakızdan çıkan sözler kadar basit olmaya devam ettikçe, insanlar da onu çiğneyip tükürmeye devam edecekler.

  510. Hayattan korkmayın çocuklar;iyi ve doğru bir şeyler yaptığınız zaman hayat öyle güzel ki. Dostoyevski

  511. Olsun be aldırma yaradan yardır..sanma ki zalimin ettiği kardır… Mazlumun ahi indirir sahi.. Her şeyin bir vakti vardır.

  512. Akli resimler zihni kalıbımızın biçimlenmesine yardım eder. -Robert Collier

  513. Life is 10% what happens to me and 90% of how I react to it. (Hayatın %10’u başıma gelenler, %90’ı da benim buna karşı ne yaptığımdır.) – Charles Swindoll

  514. Bir insanın zekası verdiği cevaplardan değil sorduğu sorulardan belli olurmuş.

  515. Ben utangaç bir kalbi taşırım geceden… Ben sana aşık olduğumu, ölsem söyleyemem..- Özdemir Asaf

  516. Kimse kimseyi unutmuyor ama asla karşı tarafın istediği biçimde hatırlamıyor.- Tezer Özlü

  517. With home insurance, financial security is provided for the building in which the residence is located and the goods in it.

  518. Helloł według dowodu osobistego moje imię to Bazyli. Z moją pomocą bez przeszkody pozyskasz Adwokat Rzeszów. Na czas dzisiejszy moim miejscem zamieszkiwania jest atrakcyjne dla studentów miasto Śrem. Adwokat Rzeszów w Polsce- najświeższe wyroki sądów Adwokat Rzeszów w Polsce- zestawienie ofert cenowych obrońców.

  519. Yo moja godność to Jonasz. Adwokat Rzeszów- definitywne wyjście dla przekredytowanych. W chwili obecnej moim miejscem zamieszkania jest nowoczesne miasto Łódź. Adwokat Rzeszów w Polsce- koło ratunkowe dla kredytobiorców.

  520. Siemuchno moja godność to Dariusz. Z moją pomocą bez przeszkody pozyskasz Adwokat Rzeszów. W tym momencie moim miejscem zamieszkania jest czyste miasto Zelów. Upadłość konsumencka w Polsce- zrób teraz i wyjdź z pętli kredytów.

  521. She took a book at random from the shelf.

  522. Joł możecie mi mówić Kazimierz. Adwokat Rzeszów- powiem Ci jakie okoliczności musisz spełnić. W tym momencie moim miejscem przebywania jest wielokulturowe miasto Jarosław. Adwokat Rzeszów w Polsce- doradztwo mecenasa dla niewiele zarabiających.

  523. Based on my observation, after a in foreclosure process home is available at a bidding, it is common for your borrower to be able to still have a remaining unpaid debt on the mortgage. There are many creditors who attempt to have all costs and liens repaid by the subsequent buyer. Nonetheless, depending on particular programs, rules, and state regulations there may be quite a few loans that aren’t easily fixed through the switch of lending products. Therefore, the responsibility still falls on the borrower that has obtained his or her property in foreclosure process. Thank you sharing your ideas on this blog site.

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  530. Karaca rehber ile yapmak istediğiniz tüm işlemlere ve son dakika güncel içerikli dünyadan haberlere hızlıca ulaşabilmektesiniz.

  531. Hay zwą mnie Radosław. Jestem radcą- konsolidacja chwilowek online nie nie ma dla mojej osoby zagadek. W tym momencie moim miejscem zamieszkiwania jest nowoczesne miasto Biały Bór. gdzie konsolidacja chwilówek w Polsce a lichwiarskie kredyty w firmach chwilówkowych.

  532. Piątka nazywają mnie Bronisław. Jestem doradcą prawnym i uczyniłem już wiele upadłości konsumenckich. Aktualnie moim miejscem egzystencji jest piękne miasto Kalisz. konsolidacja chwilówek bez zdolności kredytowej online w Polsce to zbawienie dla zanadto przekredytowanych.

  533. Joł nazywają mnie Cyryl. konsolidacja chwilówek online- zasadnicze rozwiązanie dla zadłużonych. Aktualnie moim miejscem zamieszkania jest artystyczne miasto Brusy. szybka konsolidacja chwilówek w Polsce nie zawsze wyznacza pozbycie się zadłużenia.

  534. Siemasz noszę urzekające imię Kazek. Z moją poradą bez problemu zdobędziesz konsolidacja chwilówek dla zadłużonych online. W chwili obecnej moim miejscem zamieszkiwania jest prężnie rozwijające się miasto Szamotuły. gdzie konsolidacja chwilówek w Polsce- instytucje finansowe i inne firmy liczą swoje koszty.

  535. Hi moja godność to Bronisław. konsolidacja chwilowek dla zadluzonych jest osiągalny także dla Ciebie. Aktualnie moim miejscem egzystencji jest wiekowe miasto Myszków. konsolidacja chwilowek przez internet w Polsce- jak dużoekosztuje złożenie podania.

  536. Siemasz podobnie jak wybitny piosenkarz nazywam się Jędrek. Poprzez konsolidacja chwilówek gdzie dopniesz miesięczny budżet. Obecnie moim miejscem egzystencji jest zadbane miasto Ostrów Wlkp. konsolidacja chwilowek gdzie w Polsce a zadłużenie typowego Kowalskiego.

  537. Witaj nadano mi imię Romek. Razem ze mną odzyskaj konsolidacja chwilówek bez zdolności i pożegnaj się komornika. W tej chwili moim miejscem bytowania jest piękne miasto Gniezno. konsolidacja chwilowek online w Polsce- koło ratunkowe dla zadłużonych.

  538. Yo moje pierwsze imię to Klaudiusz. konsolidacja chwilówek bez dochodu- powiem Ci jakie warunki musisz zrealizować. W tym momencie moim miejscem bytowania jest śliczne miasto Kluczbork. pozabankowa konsolidacja chwilówek w Polsce to gratka na nowe bytowanie dla zadłużonych.

  539. Dzieńdoberek moja godność to Igor. konsolidacja chwilowek gdzie- znamienne ułatwienie dla zadłużonych, wiem coś o tym. Na czas dzisiejszy moim miejscem przebywania jest znane miasto Piastów. konsolidacja chwilówek bez dochodu w Polsce- skorzystało już tysiące zadowolonych odbiorców.

  540. Witajcie moi rodzice dali mi na chrzcie imię Marian. konsolidacja chwilówek bez baz jeszcze przenigdy nie był tak bezproblemowy w przydzieleniu. Aktualnie moim miejscem egzystencji jest fantastyczne miasto Malbork. konsolidacja chwilówekkonsolidacja chwilówek w Polsce- kto zapłaci za robotę syndyka.

  541. Nakliyat firmasi hakkindaki onayli yorumlari gor kalitesinden emin ol.

  542. Dżem dobry moje pierwsze imię to Igor. konsolidacja chwilówekkonsolidacja chwilówek dostaniesz nawet posiadając komornika na wynagrodzeniu. W chwili obecnej moim miejscem przebywania jest artystyczne miasto Wyrzysk. konsolidacja chwilówek przez internet w Polsce przekonaj się czy Twoje zadłużenie ulegnie umorzeniu.

  543. Nakliyat sektorunde hizla yukselis gosteren sari kamyonet nakliye firmamiz sektorsel olarak nakliye denince akla ilk akla gelen firmalar

  544. Nakliyat firmasi hakkindaki onayli yorumlari gor kalitesinden emin ol.

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  550. Czółko moje imię to Alfons.Adwokat Rzeszów zdobędziesz u mnie bez BIK i KRD.W tej chwili moim miejscem bytowania jesturokliwe miasto Łosice. Adwokat Rzeszów wPolsce- w jakim wypadku i na których ustaleniach jest realna.

  551. Uszanowanie podobnie jak znany piosenkarz nazywam się Tytus.Poprzez Adwokat Rzeszów dopniesz miesięczny budżet.W tym momencie moim miejscem bytowania jestinnowacyjne miasto KonstantynówŁódzki. Adwokat Rzeszów w Polsce przekształca bytowanie tysięcy naszych rodaków.

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  554. Czecho noszę imię Edward.Adwokat Rzeszów to mój konik w pracy.W tej chwili moim miejscem bytowania jestniemałe miasto Brodnica. Adwokat Rzeszów wPolsce- w jakim wypadku i na jakich zasadach jest możliwa.

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  557. Witaj możesz mi mówić Olgierd.kredyty i pożyczki znamienne udogodnienie dla zadłużonych, wiem coś o tym.Obecnie moim miejscem bytowania jesturokliwe miasto Lubań. Adwokat Rzeszów w Polsce- pożyczkobiorcypozbywają się gigantycznych długów.

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  562. Czołem moje imię to Izydor. Kredyty ze mną zdobędzie także osoba zadłużona. W chwili obecnej moim miejscem przebywania jest urokliwe miasto Tuchola. Kredyty w Polsce- w jakim okresie bieżące przepisy mają zastosowanie.

  563. Dzień dobry możesz mi mówić Damian. Kredyt sanok zespoli Twoje pożyczki w jedno zobowiązanie. Aktualnie moim miejscem egzystencji jest cudne miasto Stary Sącz. Kredyty w Polsce a postępowanie komornika.

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  565. Siemasz nazywają mnie Ludwik. Jestem doradcą prawnym i uczyniłem już kilkanaście umów w ramach marki Kredyty. Aktualnie moim miejscem przebywania jest wielokulturowe miasto Boguchwała. Kredyty w Polsce- czyli jak w prosty sposób poradzić sobie z pożyczkami.

  566. Siemasz moje imię to Wojciech. Kredyty to rzecz nad którą pracuje w tej chwili. Na czas dzisiejszy moim miejscem zamieszkiwania jest rewelacyjne miasto Wolsztyn. Kredyty w Polsce, w jakich okolicznościach sąd przychyli się do naszego podania.

  567. Hello nazywają mnie Max. Kredyty z moją pomocą zdobędziesz od ręki. Na czas dzisiejszy moim miejscem bytowania jest bogate miasto Kórnik. Kredyty w Polsce a pensja syndyka.

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