Simple Joint-Stock Company – a new type of company in Poland
Since 1stof March 2020 there will be a new type of company possible to form under Polish law – a simple joint-stock company (PL: prosta spółka akcyjna– “P.S.A.”) especially dedicated to start-ups and new-technologies-oriented enterprises.
Idea – simplifying
A simple (or simplified) joint-stock company is not a thoroughly new concept. Similarly called entities can already be created under some other European law systems (e.g. France: Société par actions simplifiée – “SAS”, Slovakia: jednoduchá spoločnosť na akcie – “JSA”). However, the rules governing those companies differ in each country. And the Polish idea of the company is exceptional.
Target – start-up market
The P.S.A. is designed to ensure the further development of start-up market, allowing for new technologies to be vastly used while forming and running the company. The objective is to make it easier for new ideas to obtain funding from investors and for investors to invest their money in start-ups in a simple and relatively secure way.
Blockchain – decentralised registry of shareholders
One of the leading new technologies to help ensure the purpose of new regulations may become blockchain. Decentralised registry was expressly indicated and discussed in a document explaining grounds for new law regulations (amendment to Polish Code of Commercial Companies introducing the P.S.A.). Blockchain is considered a way to keep the registry of shareholders. It may lead to tokenization of shares and forcing further law changes to make tokenization legal in Poland.
Basics – low entry requirements and technology-driven running
Remaining basic characteristics of simple joint-stock company in Poland regard, among others:
- low capital requirement – starting from 1 PLN;
- possibility to form the company through the Internet (even using a template articles of association published on government websites);
- possibility to adopt resolutions via e-mail and/or videoconference (even when the shareholders are scattered all over the world – they do not need to be in Poland);
- possibility to be easily transformed into a company listed on the stock exchange;
- possibility to take-up the shares in exchange for work;
- possibility to create a company governing body (the board of directors) merging the competencies of both – the management board and the supervisory board;
- simplified company’s liquidation procedures.
The future – new company type, new hope
The most promising features seem to be low entry requirements, easy fund raising for start-ups, simplified procedures of taking-up and selling the shares and widely spread use of new technologies, especially openness for blockchain. How the P.S.A. will operate in practice is something to look forward to with high hopes.
Joanna Szumiło – attorney at law