Milewska Legal

Simplified joint-stock company in Polish Commercial Companies Code from 1st March 2021

8 February 2021

Simplified joint-stock company (prosta spółka akcyjna) is a new type of a Polish company which will start to operate after 1st March 2021, among limited liability company (spółka z o.o.) and joint-stock company (spółka akcyjna). In theory, simplified joint-stock company was created for young businesses and start-ups.

Establishing a simplified joint-stock company

Simplified joint-stock company will be established in one of two ways. Similar to limited liability company, first method of establishing will be through the internet via S24 mode (tryb S24). However, in S24 the articles of association will not be customizable and only basic options of articles of association’s provisions will be available in the form. Second method will be more traditional and will consist in using a notary deed. However, if contribution to the share capital will include non-monetary assets, the articles of association will have to have a form of a notary deed. What is more, it will be possible to provide work or services as a non-monetary contribution to the share capital. Such option is not available in a Polish limited liability company or a classic joint-stock company.

Share capital in simplified joint-stock company

One of the biggest features of this new type of a company is really low minimal share capital, amounting to only 1,00 PLN. It is unmistakeably more convenient that those present in joint-stock company (100.000,00 PLN) or in limited liability company (5.000,00 PLN). Share capital will not be disclosed in the company’s articles of association – so any change of its amount will not require amendment of the articles of association.

Bodies of simplified joint-stock company

In most of the cases, simplified joint-stock company will have functioning bodies of management board (zarząd) and general meeting of shareholders (walne zgromadzenie akcjonariuszy).

Management board in a simplified joint-stock company is composed of one or more members. They are appointed, discharged or suspended through a resolution of shareholders. Simplified joint-stock company will be represented by two members of management board or one member of management board and a proxy (prokurent), unless articles of association provide otherwise.

General Meeting of shareholders is a body composed of all the shareholders. Shareholders can pass resolutions on a general meeting or remotely – through the means of internet or in writing.

Supervisory board (rada nadzorcza) can be appointed, but it is not obligatory.

One of the most interesting features of a simplified joint-stock company is possibility to appoint a board of directors (rada dyrektorów), which has features of both management board and supervisory board. Board of directors is a body of Anglo-Saxon law system. Using it (or more precisely – possibility to use it) in a context of Polish law system is unprecedented.

Board of directors can be composed of one or more directors. In case there are at least two directors – there is a possibility to differentiate between executive directors (dyrektorzy wykonawczy) and non-executive directors (dyrektorzy niewykonawczy). Executive directors deal with day-to-day issues of a company (so they deal with management board’s tasks). Non-executive directors watch over the company (so they act like a supervisory board).

Shares in a simplified joint-stock company

To the contrary to what is present in classic joint-stock company, shares of a simplified-joint stock company have no nominal value. It means that they do not have a specific value determining the share in the company’s capital.

Shares of simplified joint-stock company will not have a form of a document. They will function only in a digital form and will be registered in registry of shareholders (rejestr akcjonariuszy) run by a notary or a broker. The choice of the type of entity that will run the company’s registry will require the shareholders’ resolution.

Winding-up of a simplified joint-stock company

Simplified joint-stock company can be wound-up in two ways: through means of a liquidation, which is mostly based on the procedures present in other companies, or through means of simplified winding-up – which is debuting in Polish law system.

Simplified winding up of a simplified joint-stock company is based on an acquisition of all of the company’s assets by one, appointed, shareholder. This procedure rules out possibility of starting a liquidation. The consent for this simplified winding-up procedure requires a form of a resolution of a general meeting of shareholders with a qualified majority of ¾ votes.

Aleksandra Kostrzewa

paralegal

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