By Dr. Robert Lewandowski, attorney at law (radca prawny) from the legal firm DLP Dr Robert Lewandowski & Partners sp. k.
From 1st March, 2020 a new type of company “Simple Joint Stock Company” will be available as a new form of business organisation in Poland. Polish law regulates so far two types of company: a private limited company (sp.z .o.) and a joint stock company (S.A), the first of them suitable for rather small and medium-sized business and the second including the right to go public designated for large enterprises. The simple joint stock company shall fill a gap between the two aforementioned forms. The regulation of the simple joint stock company relates to UG – company (so called “Mini-Company”) under German law and UK company law regulation. The advantages of a simple joint stock company are in particular the easier way of conducting business and trading of shares along with issuing of new shares and its less formalized structure. The shares in a simple joint stock company will not be in bearer form and they can be sold and encumbered through an agreement without the necessity of issuing any new share certificates. Additionally, the agreement subject to the transfer and issuing of shares is allowed to be concluded by way of email – communication and this is a significant difference to selling of shares within a private limited company where the conclusion of a written agreement with signatures authenticated by a notary is still required by law. Furthermore, there are no regulations subject to the minimum amount of initial share capital to be contributed by founders within the setting up this company and there is no further requirement to stipulate this amount in the company’s articles of association. As a consequence, the simple joint stock company will be entitled to commence with its operation having the share capital of 1 PLN (0, 23 €) only. However, the trading and issuing of shares within the simple joint stock company will be subject to registration on a share register which can be maintained by a notary or brokerage office.
It remains to be seen whether the new form of business organisation of simple joint stock company will be preferred by business people in particular investors in Poland for operation of the business in the future.
Should you seek any further questions on this matter please contact us at the following email address: office@drlewandowski.com
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