As of 1 July 2021, another type of incorporated company has been added to the Polish legal system: a simple joint-stock company (Polish: prosta spółka akcyjna, hereinafter: “SJSC”).

An SJSC incorporates the characteristics of a limited liability company and a joint-stock company. It stands out with greater flexibility, reduced paperwork, and digitalization of procedures.

What should be considered when establishing an SJSC?

  • The company’s articles of association are concluded either as a notarial deed at the notary’s office (the articles of association may be adjusted to the company’s draft) or via the Internet under the S24 mode (without the possibility to modify the template);
  • The minimum share capital required to establish a company is PLN 1. The capital is not specified in the articles of association, therefore any change thereto does not alter the articles of association;
  • As regards the selection of the company’s bodies, the stockholders may choose either the Board of Directors (management and supervisory competences concentrated in one body), or the Management Board and the Supervisory Board (separation of management and supervisory spheres);
  • The company’s stocks are not in document form; they are registered in a digital stockholder register kept by a notary public or a brokerage house;
  • Greater flexibility in terms of types of stocks and company rules, including stocks for work or services;
  • Greater freedom to adopt resolutions, either in writing or remotely through various remote electronic messaging systems;
  • Simplified rules of liquidation; an innovative option for a specific stockholder to take over all the company’s assets, under the obligation to satisfy creditors and other stockholders (dissolution of the company without the need to liquidate it).

Who may establish an SJSC?

  • An SJSC may be established by one person or together by more than one person; these may be natural persons or legal persons;
  • The only limitation is that an SJSC may not be incorporated by a single-person limited liability company.

Where and how to register an SJSC?

  • An SJSC is subject to registration (entry into) with the National Court Register (KRS).
  • If the articles of association are concluded via the S24 system, the entry is made to the same system; if the articles of association are concluded at a notary public’s office, the company must be registered with the Court Registry Portal (PRS).

The costs of incorporation of an SJSC are dependent upon a number of factors, including the mode of company incorporation.

For more information please contact SCHITTULLI LAWYERS. Our firm offers a full range of services in setting up companies, and would be happy to provide you with an offer tailored to your specific case.

According to the authors of the concept, an SJSC company is meant to be an appealing and innovative type of business activity. Time will tell if it is going to be welcomed in the Polish legal system.