A simple joint-stock company (pol. “prosta spółka akcyjna”) is a new type of capital company in Polish law (it has been available since 1 July 2021). This form of activity is an attractive solution for start-ups. This is because it is intended to combine the importance of the company’s founders (the contribution of these individuals to the development of the company) with simplified ways of raising funds from external investors. How simple it is to set up simple joint-stock company in Poland? Let’s find out.
Who can set up a simple joint stock company?
The Polish law places almost no restrictions towards the founders of a simple joint stock company. A simple joint stock company can be established by, for example, one natural person. The nationality of the company’s founders is irrelevant. You can establish a company being both a Polish citizen as well as by a foreigner.
The only restriction is that the founder of a simple joint-stock company cannot be a one-person limited liability company (i.e. a limited liability company with only one shareholder).
It is worth noting that the Polish regulations require minimal amount for the share capital of a simple joint-stock company – capital of 1 PLN is sufficient.
The articles of association of a simple joint-stock company
The first step to establish a company is always to sign articles of association. You may conclude the articles of association of a simple joint-stock company in two ways:
- in the form of a notarial deed;
- online (via the S24 system).
Setting up simple joint stock company with a notary
You can incorporate a simple joint stock company at the Polish notary public. The founders then sign the notarial deed containing the articles of association of a company. In order to establish a simple joint-stock company in this manner, it is necessary for the founder to be present at the notary public or to grant a power of attorney to establish the company to another person (such a power of attorney also requires the form of a notarial deed). In this case the proxy on behalf of the principal signs the articles of association.
Establishment of a simple joint-stock company online
You can also set up a simple joint-stock company online. The articles of association are then signed in the S24 system – the online system provided by Polish Ministry of Justice. The contract is then signed electronically – either with a qualified electronic signature or with a trusted profile (so called: ‘ePUAP’ – e-identification system provided by Polish authorities).
What is the difference between setting up a simple joint-stock company at a notary and online?
The main difference is the waiting time for the company to be registered with Polish business register (KRS). Companies established in the S24 system are usually entered into the register within 2 working days. In the case of companies established at the notary, the waiting time for entry is about 2 weeks.
The second difference are the costs – in the case of a company set-up online, you will not bear notarial costs. The court fee for an application filed in the S24 system is also lower, as it amounts to 350 PLN. In the case of a company established at a notary’s office, the court fee is 600 PLN.
So what is the advantage of establishing a simple joint-stock company at a notary? The content of the articles of association signed at a notary public may be more elaborate. This is because company agreements in the S24 system are simple templates provided in the system. Such agreements have only basic provisions – it is therefore not possible to include in the articles of association solutions that may protect the interests of the company’s founders in attracting investors (e.g. establishment of founders’ shares) or complex rules relating to relations between shareholders. We covered some of these solutions in our previous article on the simple joint stock company.
Bodies of a simple joint stock company
The next step is to appoint the members of the company’s bodies. In the case of simple joint stock company, it is possible to appoint Management Board and (optionally) a Supervisory Board or, alternatively, a Board of Directors. If there is a Board of Directors, it is possible to distinguish the powers of its members. You may distinguish “executive directors” (responsible for the conduct of the company’s affairs) and “non-executive directors” (who will supervise the conduct of the company’s affairs).
You may appoint the first members of the company’s bodies either in the articles of association itself or later by a resolution of the shareholders or other authorised body (depending on the content of the articles of association).
Registration of a simple joint-stock company with KRS
Signing the articles of association and appointing the management board or board of directors is not enough. It is necessary to register the company in the Polish Register of Entrepreneurs of the National Court Register (KRS).
In order to enter the company in the KRS, you have to file an application with the registration court. The company’s board should sign the application. Also the company’s proxy (e.g. attorney-at-law or legal counsel) can do this.
If the company’s articles of association have a form of a notarial deed, the application to the court goes via the online Portal of Court Registers.
If, on the other hand, the articles of association have an online form, the application also goes through this system. Keep in mind that in the case of companies via the S24 system, you should send the application to the court within 7 days from the day of signing te contract. If you do not meet this deadline, the court will refuse to enter the company in the register.
The application must be accompanied by several documents, including, among others, a statement of the board members on the amount of share capital and a list of the company’s shareholders.
Register of shareholders in a simple joint stock company
An important element in the simple joint stock company is the shareholder register. The shares of a simple joint stock company do not have paper form – they are available online in a separate register (separate from KRS).
The shareholder register is maintained by an external entity. The entity maintaining such a register may be, for example, a brokerage house or a notary public with an office in Poland.
A simple joint-stock company must therefore enter into an agreement with the entity maintaining the shareholder register. The absence of such an agreement may result even in criminal liability for the company’s board member. The selection or change of the entity maintaining the shareholders’ register requires a shareholders’ resolution, whereas at the incorporation of the company the choice is made by the shareholders.
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