Can a minor conduct an economic activity
From an economic point of view key role play:
- the legal capacity, i.e. the possibility to acquire rights and enter into obligations;
- administrative and legal capacity and administrative and judicial capacity, which implies the possibility of being a party in administrative matters, and where is needed, inter alia to make an entry in the CEIDG register of economic activity;
- judicial and public capacity - related to being a party in the court (being defendant and plaintiff)
Full legal capacity is acquired as soon as one acquires the age of majority (Article 11 of the Civil Code). It follows that, under Polish law, a person can be an entrepreneur only if one holds full legal capacity within the meaning of Article 11 of the Civil Code, this means that a person is an adult and not incapacitated. The minor may, without the consent of the representative (a person with parental authority) exercise legal capacity:
- conclude contracts in daily matters;
- dispose of the earnings, unless the guardianship court decides otherwise;
- sign an employment contract (concerns only minors, i.e. persons between the age of 16 and 18).
Minors shall not be permitted to register activity in CEIDG
Entry in the CEIDG may only be done by an adult. If the minor receives a gift in the form of a right to an undertaking or on his behalf, by authorisation of court, acquires the business or, where he inherits it - he may not continue the activity. Activity of testator/donor entered in CEIDG is not regarded as enterprise, but according to Article 55(1) of Civil Code, set of assets and intangible assets.
In conclusion, the entry in CEIDG cannot be inherited (neither by a minor nor by an adult). The subject of donation or inheritance may be items and rights by means of which the activity was carried out (e.g. cars, office equipment, contracts, brands, real estate). On the basis of a certificate of inheritance or gift, they shall be the exclusive property of the minor. The current legislation does not provide for any continuation of activity by an adult or a minor.
Minors may have shares in capital companies
The situation of minors looks different under the Code of Commercial Companies, where full legal capacity is required only from the members of the board, the supervisory board, audit committee and liquidators and attorneys-in-fact. This means that there is a possibility to conclude a contract of a company, by a minor with limited legal capacity.
Minors may have shares in partnerships
The same is true of the minor's participation in partnerships, with the exception that he cannot enter into commitments without the permission of the court. This is due to the fact that each of the partners of registered partnership, which belongs to a group of partnerships, is liable for its obligations.
In the case of a limited joint-stock partnership, shares are only right to profit participation and do not give the right to manage the affairs of the company. Therefore, also a minor may be the holder of such rights. Selling them before reaching the age of majority will require the consent of the family and guardianship court.Share Print