Simple joint-stock company in Poland
Simple joint-stock company in Poland is a new type of the capital commercial company.
In 2018 the Ministry of Enterprise and Technology has prepared the draft of the act amending the Polish Commercial Companies Code which introduces new kind of the commercial company in Poland it is simple joint-stock company (in Polish: “prosta spółka akcyjna”).
The text of the act may be found on the website of Government Legislative Center (draft number UD154)
Types of the capital commercial companies in Poland
If the proposal is adopted there will be three type of the capital commercial companies in Poland:
- limited liability company
- joint-stock company
- simple joint-stock company (PSA)
Purpose of introducing the simple joint-stock company in Poland
The justification of the draft of the above mentioned act indicates, that the simple joint-stock company is to be a modern private company for the modern economy, especially for the start-ups.
Contributions to PSA in the form of work or services
In contrast to the limited liability company as well as the joint-stock company, the contributions to the PSA may be made in the form of the work or provision of the services.
The founders of the PSA were given a wide range of freedom of contract in the scope of shaping the mechanisms of control over the company by the shareholder.
This concerns in particular to the freedom to shape preference shares in way that would allow the founders of PSA to raise capital through subsequent issues of shares without the risk of losing control over the company.
Non-public (private) company
According to the proposal the shares of PSA can not be the subject of organized trading, in particular on the regulated market.[ update 2019.10.03 ]
Adopting the amending act
The Polish parliament has adopted the act amending the Polish Commercial Companies Code which introduces the simple joint-stock company on 19th July 2019.
The act has been published in the Polish Journal of Law in 2019, No. 1655.
The act will enter into the force on 1st March 2020.
How to incorporate simple joint-stock company
The establishment of the company consists of the following stages:
- conclusion of the articles of association;
- appointment of the bodies of the company required by the law or the articles of association;
- making contributions by shareholders to cover share capital at least in the amount of 1 PLN;
- entry of the company to the register of entrepreneurs in the National Court Register (KRS).
The process of establishing the simple joint-stock company is quite complicated so it is reasonable to seek legal assistance in this regard.
Template of a simple joint-stock company agreement
Polish Commercial Companies Code obliges the Ministry of Justice to issue an ordinance specifying the template of a simple joint-stock company agreement.
By the date of the update of this article [2019.10.03], no such regulation has been issued.
Michał Kowalski | Attorney at law | English speaking lawyer in Poland, Lublin | www.mkowalski.pl