11 August 2021

Simple Joint-stock Company – a new business form available

After months of delays and legislative ambiguities, Simple Joint-Stock Company (in Poland: Prosta Spółka Akcyjna, PSA) has finally been made available on the Polish market. From July 1st, new PSA companies can be registered with the help of the S24 electronic registration system.

Simple Joint-stock Company, introduced nearly five years ago in a project in the law resolution “100 changes for companies – Package of facilitation for entrepreneurs”, is directed at young entrepreneurs and start-ups from the new technology industry. New entrepreneurs can expect significantly easier procedures for registering and running a new company.

Simple registration

A simple joint-stock company is a brand new legal form of running a business in Poland. On the scale of the difficulty of the requirements, it can be situated between a joint-stock company (in practice the most expensive to maintain) and a limited liability company.

PSA does not pose any barriers to the number of natural or legal persons required to establish a company. The procedure can be carried out by one person, several persons, or with the help of a legal entity.

The contract template is available online on the S24 portal. According to the statutory procedure, the agreement must be completed and signed – by a qualified signature or a trusted profile – by all the founders. It is also possible to carry out the registration procedure in a standard way with the participation of a notary.

The registration procedure itself is free of charge. However, one should remember the obligatory fee of 250 PLN when applying for entry into the KRS register.

Simple Joint-stock Company – online management

A unique feature for the Simple Joint-stock Company is the possibility of organizing shareholder meetings and other meetings online, using e-mail or popular software for creating meetings with multiple participants. The online method allows not only to organize meetings but also to adopt legally valid resolutions.

An additional innovation is the possibility of creating one supervisory authority in the company, e.g. a management board, during the General Meeting. Meanwhile, other forms like limited liability company, require the second internal authority to control the work of the management board, e.g. a supervisory board or a board of directors.

Moreover, the authority can operate in a one-man format if the PSA has been established by one person.

PSA additionally offers a simplified electronic register of shareholders, kept by a notary public, brokerage house, or other eligible institution.

Starting capital? 1 PLN or alternatives

The flagship feature of Simple Joint-stock Companies is a symbolic threshold of starting capital, amounting to only 1 PLN. The regulations are directed at young entrepreneurs who, instead of making a financial contribution, can offer other forms of value for the company.

Such permitted capital values ​​include:

• unique know-how;
• human capital in the form of work or service provision;
• shares in another company;
• valuable movables;
• items (like computer equipment, office equipment, or other directly related to the business).

Work and knowledge as a contribution that enables the acquisition of shares is a distinctive feature of PSA. For comparison, traditional forms of running a business – a joint-stock company, a limited liability company – allow starting capital only in the financial form. As a reminder: the minimum amount needed to establish a classic joint-stock company in Poland is currently 100,000 PLN.