Registration is one of the steps necessary to establish a joint-stock company. The Commercial Companies Code specifies actions obligatory to do it. Signing the articles of association initiates the process of incorporation, and registration of a joint-stock company ends it. How to set up a joint-stock company? What should you know before the registration of a joint-stock company? You may find answers to these questions below.
Actions necessary to register a joint-stock company in Poland
Formation of a joint-stock company is a set of legal actions necessary to establish a company in organization. A joint-stock company can have one or more founders. The only exception is that a single-member limited liability company can’t be the only one of them.
The statutes of a joint-stock company should be in the form of a notarial deed. It should include all the provisions intended by shareholders to constitute its content. Any provisions that are not in the statutes have no effect on the company.
The statutes of every joint-stock company should determine:
- the company’s name and registered office,
- the scope of business activity,
- the duration of the company, if defined,
- the amount of share capital and the amount paid before the registration of the joint-stock company to cover the share capital,
- the number and nominal value of shares, together with indication whether they are registered shares or bearer shares,
- the number of shares of a particular type and the rights connected with them,
- full names or business names of the founders,
- the number of members of the management board and supervisory board, or at least their minimum or maximum number. Additionally, the entity authorized to decide on the composition of the boards.
- the journal for the company’s announcements. This is necessary if the company intends to publish them in journals other than the Court and Economic Monitor.
Content of statutes – consequences
The lack of the abovementioned provisions in the statutes results in its invalidity. In such situation, the registry court will refuse to register the joint-stock company.
Under pain of nullity, the statutes should also contain provisions about conditions and manner of redemption of shares or personal rights granted to shareholders.
Contrary to LLC, formation of a joint-stock company requires more than just preparing its statutes as the act of incorporation.
According to Art. 313 of the CCC, it is also necessary to prepare additional notarial deeds. They should include consent to the formation of the joint-stock company and the wording of the statutes. Consent to the acquisition of shares by the founders, including third parties, should be also in the statute. According to Art. 310 of the CCC, a joint-stock company is formed when all shares are acquired.
Actions necessary to register a joint-stock company. Making contributions by shareholders to cover the entire share capital
Another step concerns contributions to cover the share capital. The shareholders have to make contributions before registration of a joint-stock company. However, the provisions of art. 309 § 3 and 4 of the Commercial Companies Code should be also taken into account. This means that the contribution of the entire share capital can be made after the registration of a joint-stock company. The minimum requirements set out in these regulations must be maintained.
The minimum share capital of a joint-stock company amounts to 100,000 PLN. The company’s statutes may indicate a specific amount of share capital, or state only a minimum or maximum amount.
Actions necessary to register a joint-stock company – establishing of management and supervisory board
Before registration of a joint-stock company, you should establish management and supervisory boards.
The management board manages the company’s operations and represents it. It consists of one or more members. The supervisory board appoints members of the management board. Resolutions of the supervisory board on this matter need an absolute majority of votes.
The supervisory board is obligatory in a joint-stock company. Failure to fulfil this obligation results in a refusal to enter the joint-stock company into the KRS. The supervisory board consists of at least three members. In public companies, the minimum is at least five members.
Registration of a joint-stock company – entry into the register
The final element that determines the formation of a joint-stock company is its entry into the relevant registry. Proceedings related to the registration of a joint-stock company are dealt with in accordance with the rules from the Act on the National Court Register, the Code of Civil Procedure and the Code of Commercial Companies.
According to Art. 316 of the CCC, the management board notifies the competent registry court about formation of the company. All members of the management board sign the application for entry into the register. Failure to sign the application by all members of the management board means a deficiency in the application. The registry court shall request its removal.
From the 1st of July 2021, applications for entry into the register of entrepreneurs are only electronical, together with the court fee.
Art. 318 of the CCC specifies elements that should be included in the application for registration of a joint-stock company. These include business name, registered office and address of the company, and its scope of operations. It also requires specifying the share capital, full names of members of the management board and duration of the company.
The entry of a joint-stock company into the register has constitutive nature. This means that a joint stock company is not ready until it is visible in the KRS. The date on which a joint-stock company acquires its legal personality is the date on which the first instance court issues a decision on the registration of a new company in the KRS.
In summary, to open a joint-stock company, it is necessary to make contributions by shareholders to cover the share capital. The next step is to establish the management and supervisory board, and enter the company into the register. The procedure of registering a joint-stock company is complex and can be difficult. Thus, it is worth using the help of professionals.
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