NEW COMMERCIAL COMPANY IN 2020
Author: Jarosław Kruk - Attorney at law, Managing partner
In connection with the amendment of the Polish Commercial Companies Code from March 01, 2020, a new capital company – Simple Joint Stock Company, pol. Prosta Spółka Akcyjna (PSA) will appear in Polish legal system. It will combine traits of Limited Liability Company (pol. Spółka z ograniczoną odpowiedzialnością) and Joint Stock Company (pol. Spółka Akcyjna) and will be a long-awaited solution for the dynamically developing start-ups market in Poland.
PSA is the result of many months of talks with entrepreneurs and business people, therefore its introduction is intended to facilitate and simplify the establishment of companies and raising capital for their operation. The new company is designed to encourage domestic and foreign startups to conduct business in Poland. The biggest advantages of PSA, due to the removal of capital barriers, will be its establishment procedures. The company's minimal capital will be PLN 1 and its registration, in addition to the traditional form, will be also possible by electronic means within 24 hours. It is also planned that resolutions may be adopted in electronic form or by means of videoconferencing. A major change will be the introduction of shares without nominal value, so they will not be part of the share capital. In PSA, the value of the share will be determined by its issue price, due to that its value may be different for each series of securities. It will depend on the agreement between the shareholders. The lack of a nominal value of shares will also make it possible to acquire them in exchange for work or services. The shares will not have the form of a document, however they will be assigned in electronic form to a specific person in the register of shares kept by a notary public, bank or investment company. This will create the possibility of using the most modern technologies, including blockchain, which is to facilitate the maintenance of the register of shareholders in electronic form. PSA will not have the status of a public company, therefore it will not be listed on the stock exchange. Although, there will be possibility to transform PSA into a joint-stock company in order to be listed on the stock exchange. The structure of the governing bodies will be also simplified, there will be no mandatory supervisory board. Moreover, it will be possible to introduce option of appointing a board of directors. Another advantage of PSA is the simplified procedure of the liquidation of the company compared to limited liability and joint stock companies. There will be also a possibility to dissolve the company without liquidation if one of its shareholders takes over its assets and liabilities. Similar solutions already exist in France (SAS) or Slovakia (simple company for shares) where they are extremely popular.