Joint-stock company
A joint-stock company may be seen as popular in Poland as a limited liability company, but is definitely more difficult to set up and maintain. It also serves quite different purposes for its founders and beneficiaries. In some cases, a joint-stock company is the only possible form of doing business, i.e. insurance companies and financial institutions.
The strongest advantage of a joint-stock company over a limited liability company is the possibility of issuing shares of stock. Shareholders can acquire shares in the primary market by way of subscribing to the initial public offering (stock market launch). Issuing shares increases the capital of the company.
In order to register a joint-stock company, the company agreement must be in the form of a notarial act, as well registered in the National Court Register (KRS).
As with the limited liability company, the joint-stock company’s shareholders are not financially or personally responsible for the company’s liabilities. All the company’s assets (as a legal entity) are taken into account in case of vindication.
The annual profit is divided between the shareholders according to the number of shares they possess.
The management structure is similar to those of a limited liability company:
- General meeting (as an equivalent for shareholders’ meeting)
- Management board
- Supervisory board
Joint-stock Company in Numbers:
- The minimum starting share capital: 100,000 PLN
- The minimum nominal value of the share: 0.01 PLN
- The minimum number of shareholders: 1 person (it cannot be a single-member limited liability company)
Simple Joint-stock Company
A simple joint-stock company is a newest type of business entity, introduced on July 1st, 2021, addressed to entrepreneurs developing new technologies, especially start-up developers.
A simple joint-stock company can be founded with a starting share capital amount of only 1 PLN (in contrast to the traditional joint-stock company’s 100,000 PLN minimum). It gives the possibility of issuing the founder’s shares. This special type of share allows shareholders to maintain a fixed percentage of voting rights after each subsequent release of new stock shares. The regulations also provide the chance of stock share acquisition in exchange for a service or provision of work – thus the simple joint-stock company becomes the only legal form of business giving co-owners and associates the possibility of apportionment.
Some of the key features of the simple joint-stock company are:
- The minimum starting capital contribution amount of 1 PLN.
- The possibility of issuing the founder’s stock shares.
- One statutory governing body should be established (management board or board of directors). A supervisory board can also be established based upon the articles of association.
- The chance of stock acquisition in exchange for a service or provision of work.
- The possibility of concluding articles of association online – via a portal provided by the Ministry of Finance.
- The possibility of selling the company without the participation of a notary – although it is required to maintain the documentary form of a share purchase agreement.
