Poland Authorizes a New Type of Corporate Entity: The “Simple Joint Stock Company”

In an effort to promote startups and encourage investment in emerging companies, the Polish government has amended the Polish Commercial Companies Code to allow for a new and exciting type of business entity: the simple joint stock company (prosta spółka akcyjna – “PSA”). Beginning July 1, 2021, it will be possible to establish a PSA in Poland. Thus, the Polish Commercial Companies Code has been amended to include the PSA as a new type of legal entity, as follows:

  • Company share capital. Only a nominal amount, 1 PLN (approximately US $0.25), is required to capitalize a PSA. This compares to 5,000 PLN for a “Sp. z o.o.” and 100,000 PLN for a “S.A.”
  • On-line registration. It will be possible to register the articles of association through an on-line universal template, which will greatly simplify and expedite the registration process.
  • Shareholder resolutions. Shareholders of PSAs will be allowed to conduct meetings and adopt resolutions via electronic communication.
  • Simpler corporate governance. PSAs can elect to have a unitary governance body – a board of directors.
  • Shares for services. PSAs can issue shares to shareholders in consideration of the provision of future services to the company.
  • Share transfers. In contrast to other types of companies, the shares of a PSA can be transferred through electronic and digitized signatures and processes.
  • Centralized share registry. To ensure transparency with investors, a PSA’s share registry can be maintained by various institutions, which is available to its investors.

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