When is it available?
From July 1, 2021, a new capital company will appear in the Polish legal system – a simple joint-stock company (Prosta spółka akcyjna – PSA). The new regulations on the basis of which this entity will operate is the largest change to the Polish Commercial Companies Code since its entry into force, which took place over 20 years ago. A change that had several false starts. Originally, the PSA regulations were to enter into force in March 2020, then in March 2021, after which this date was postponed to July 1, 2021.
A simple joint-stock company – who is it suitable for?
A few days before the new regulations enter into force, it seems that this time nothing will prevent the new form of a commercial company in Poland from starting to operate on that date. From the very beginning, the Polish Ministry of Development, responsible for the project of changes, advertised these regulations as prepared primarily for start-ups, and PSA itself as an entity that would be flexible and would allow for quick acquisition of investors.
Characteristics of a Polish simple joint-stock company
A simple joint-stock company is a specific mixture of the features of a limited liability company and a joint-stock company, in which there are additionally many new elements that significantly differ from the regulations known to us for Polish capital companies.
- The contract of a simple joint-stock company can be concluded traditionally – in the form of a notarial deed and electronically – using a template contract.
- There will be no share capital in PSA, moreover, PSA shares may be privileged in a manner unknown to other capital companies. There will be share capital in PSA, the minimum amount of which is PLN 1.
- The regulations provide for the possibility of making an in-kind contribution to PSA of any kind of material-value contribution, in particular in the form of work or services. It is important that the provision of work or services cannot be a contribution to either a limited liability company or a joint stock company.
- The PSA will have the option to choose the corporate bodies system. Which is also new in Polish legislation. Shareholders will be able to choose the classic option and appoint a management board. In this case, it will also be possible (but not obligatory) to appoint a supervisory board. Shareholders will also be able to opt for a board of directors, i.e. a body that combines both management and supervisory functions and has so far been known primarily to Anglo-Saxon legal systems.
- Shares of a Polish simple joint-stock company will be registered in the register of shareholders, which will be kept by a notary public or an entity authorized to keep securities accounts on the basis of the Act of 29 July 2005 on Trading in Financial Instruments.
- The sale or encumbrance of the shares may be made in a documentary form, otherwise null and void. In other words, it will be possible to sell shares, for example, by means of electronic communication, e.g. by e-mail. However, ownership of the shares will not be transferred to the moment the agreement is concluded or the price is paid, but only when the changes are entered in the register of shareholders.
- At PSA, it will also be possible to issue new shares in a simplified manner. If the articles of association provide for the maximum number of shares and the date of their issue, it will be possible, on the basis of such a contractual provision, to issue new shares by way of a shareholders’ resolution. Such an issue will not constitute an amendment to the articles of association.
- Resolutions of both the management board, the supervisory board, the board of directors and shareholders will be adopted in a traditional way as well as with the use of electronic communication means.
- There is also a new method of liquidation of PSA (or rather, termination of operations without liquidation), consisting in taking over all the company’s assets by a designated shareholder without liquidation with the obligation to satisfy creditors and other shareholders.
A simple joint stock company in Poland for start-ups?
There is no doubt that the existing regulations on capital companies did not meet the needs of the start-up market, where there is a need for quick company financing, easy change of the company’s personal composition, flexible management rules or the use of new technologies.
A Polish simple joint-stock company and blockchain
Therefore, it is worth mentioning here the possibility allowed by the PSA regulations, namely keeping a register of trading in shares in the form of distributed and decentralized records. This means nothing else as the possibility of using blockchain technology in a simple joint-stock company.
PSA – what critics say
Regarding the PSA regulations, however, there are critical voices indicating that the regulations on a simple joint-stock company are complicated, the regulation itself is very extensive and in practice their application for novice entrepreneurs (to whom it is addressed) may be significantly difficult. At the same time, it is indicated that it is currently possible to quickly establish a limited liability company. whether decision-making by the company’s bodies via means of direct remote communication, and thus perhaps it was worth stopping at a possible change in the provisions on a limited liability company.
In the near future, applications submitted to the register of entrepreneurs of the national court register will indicate whether entrepreneurs actually see their business as a simple joint-stock company.
Are you considering starting a simple joint stock company in Poland?
Get in touch with our team.