A simple joint-stock company from March 1, 2021.

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A high share capital is required to set up a joint stock company. Meanwhile, startups usually do not have their own financial background - they obtain funds for the development of technology from investors. With these entities in mind, the act introducing a simple joint-stock company - PSA was developed. A simple joint-stock company - we present the most important information about PSA and explain how to set it up.

A simple joint-stock company - basic information

As you can read on the website of the Ministry of Development, a simple joint-stock company was created to "strengthen the development of startups in Poland, increase their competitiveness and inhibit the export of Polish ideas abroad". This formula combines the advantages of companies already operating on the market, i.e. limited liability and joint stock companies. Characteristic for the new type of capital company will be, inter alia, minimum capital needed to start (in the amount of PLN 1). Companies without minimum capital or with token capital are already known on the European market. They function, for example, in the following countries:

  • Great Britain - LTD (sp.z o.o.) without share capital,
  • The Netherlands - B.V (sp.z o.o.) without share capital,
  • France - SAS (simplified joint-stock company), SARL (sp.z o.o.) with a share capital of EUR 1,
  • Germany - UG (subtype sp.z o.o.) with share capital in the amount of EUR 1,
  • Czech Republic - SRO (sp.z o.o.) with a share capital of 1 Czech crown.

It will be possible to establish a simple joint-stock company from March 1, 2021. The new formula of the company is to make entrepreneurs interested in new technologies stop establishing companies abroad and use the solution offered on the domestic market. The Ministry of Development also wants to ensure that entrepreneurs from countries where there is no equivalent of a Polish simple joint-stock company will consider establishing one in our country.

How to set up a simple joint-stock company?

Differences between PSA and a limited liability company and a joint-stock company are visible on many levels. A simple joint-stock company can be established by one or several people (shareholders). Her contract may be concluded:

  • electronically - just fill in the form available in the ICT system (on the S24 portal); this way of establishing a company is very fast - it takes a maximum of 24 hours, but then the shares can only be covered by a cash contribution,
  • in the form of a notarial deed - this is the form necessary for non-cash contributions; if shareholders make in-kind contributions in the form of work or services, the contract must specify the type and time of their provision.
  • In the case of a simple joint-stock company, the strictness of the articles of association does not apply. This means that in addition to the required elements, the contract may also contain other provisions. Unlike a limited liability company and shares, it is not necessary to make contributions to PSA in excess of the minimum amount of share capital, i.e. PLN 1, prior to registration.
  • The Act Amending the Act - Code of Commercial Companies and Certain Other Acts, which will come into force on 1 March 2021, gives founders and shareholders a choice when it comes to establishing company bodies. There are two possibilities:
  • appointment of a management board with an optional supervisory board,
  • appointment of the board of directors.

Establishing a PSA also requires an entry in the National Court Register. The application is submitted to the registry court competent for the company's seat.
The directors or board of directors will be responsible for the company's obligations. In this matter, the legislator introduced solutions analogous to those applicable to a limited liability company. - joint and several liability for PSA's obligations will take place if enforcement against the company is ineffective.

The property structure of a simple joint-stock company

Many differences between existing limited liability companies and shares and PSA can be seen in the property structure. In the case of a limited liability company the minimum share capital is PLN 5,000. For a joint-stock company it is as much as PLN 100,000. How is it with a simple joint-stock company? The minimum share capital is PLN 1. Changing the amount of capital does not require changes to the articles of association, and the Act Amending the Act - the Code of Commercial Companies and certain other acts allows each contribution (so-called non-denomination shares) - both in cash and in the form of work or services. The contributions should be paid within 3 years (unless the articles of association state that the contributions must be made earlier).

The ability to contribute in the form of work or services is one of the hallmarks of a PSA. In the case of startups, knowledge is extremely valuable. It is often the only and the most important capital of the originators who, in turn, can implement their ideas only with the funds provided by investors.

In order to protect the interests of creditors, in the case of a simple joint-stock company, strict rules of making payments to shareholders were established. Funds from the contributions made may be paid out, but one of the conditions is that the payments made should not lead to the insolvency of the company and thus harm to the creditors.

Read about what a simple joint stock company is in the following articles:
- Simple joint-stock company - a revolution in the world of companies?
- A new type of capital company - a simple joint-stock company

Shares of a simple joint-stock company and shareholders' rights

The act amending the act - the Code of Commercial Companies and some other acts stipulates that PSA shares are dematerialized shares. It just means that they are not in the form of a document. At the same time, the shares must be entered in the register of shareholders. The register may be kept, among others by a notary public, foreign investment company, banks conducting brokerage activities or the National Depository for Securities S.A. This solution is dictated on the one hand by the desire to minimize the costs associated with running a PSA, and on the other hand to protect shareholders (identifying them through entries made in the register). The sale of shares must be in the form of a document, but it is allowed to sell the shares by e-mail.

Pursuant to the regulations that will come into force soon, the shareholders may decide to preference the shares. For example, some shares may have voting or dividend preference. In a simple joint-stock company, new shares may also be issued. In such a case, each of the PSA shareholders has a statutory pre-emptive right. It only means that shareholders have the pre-emptive right to acquire new shares. Selected shareholders may also be granted individual rights. These include, among others the right to appoint and dismiss members of the management board or supervisory board. Shareholders also have the right to request information about the company.

Each shareholder is also entitled to resign from the company. It is possible to use it when the interests of the shareholder are infringed (by the company or other shareholders). Shareholders who own over 50 percent. shares, may apply to the court to exclude the minority shareholder from the company. The shareholders will be able to exercise this right when - in their opinion - it is necessary to exclude it. The above structure of the regulations is not accidental - a simple joint-stock company is usually appointed by people who know each other well on a professional or personal basis. Their relations, in turn, can have a positive or negative impact on the functioning of the company.

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Dissolution and liquidation of a simple joint-stock company

A simple joint-stock company may be dissolved when there are, inter alia, the reasons provided for in the articles of association or it will be necessary to declare its bankruptcy. The solution can be done in one of two ways:

  • liquidation,
  • the so-called "Simplified" dissolution of the company.

In the event of liquidation, the procedure was developed based on the solutions applicable to the joint-stock company. The company's liquidators (members of the management board or board of directors) are responsible for representing the company and thus managing all its affairs, including, in particular, collecting the debts it is entitled to.

The second way to dissolve a simple joint-stock company is new - it does not work in the case of joint-stock companies and limited liability companies. This method boils down to taking over the property by a designated shareholder. It is possible when the general meeting adopts a resolution by a majority of 3/4 votes in the presence of shareholders holding at least 1/2 of the total number of shares and when the registry court agrees to such a solution. The consent required by the registry court is to prevent a situation in which the company's creditor (or creditors) is aggrieved.

Who can set up a simple joint-stock company?

In principle, a simple joint-stock company was developed with innovative activity and its specific needs in mind. In practice, however, the legislator did not introduce any restrictions - this means that any entrepreneur who sees its potential can decide to establish it. The industry in which he intends to operate does not matter. The greatest benefits of PSA will be provided to entrepreneurs who care about:

  • quick and simple business registration,
  • full use of electronic communication means when making decisions,
  • flexible capital structure.

At the same time, PSA was conceived in such a way that it can be transformed into any commercial company at any time, e.g. a joint-stock company, limited partnership, general partnership or limited liability company. The possibility of easy transformation will be particularly important for those startups whose idea turns out to be a bull's eye.