POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
an IPO or when Polish law requires this form of com - pany (eg, in the case of financial institutions, banks, pension funds and insurers). Boards The management board deals with the company’s affairs, and members are appointed and removed by the supervisory board, unless the statutes pro - vide otherwise. Some issues listed in the Commercial Companies Code or the statutes require resolutions adopted by the general meeting. A supervisory board is a requirement in a joint stock company. Its role is to monitor the company’s activi - ties and review the financial statement and manage - ment report on company activity. Its members are appointed by the general meeting, but the statutes may provide otherwise. In principle, the supervisory board acts collegially, but it may also delegate certain activities. Shareholders Shareholders are not liable for the company’s liabili - ties. The minimum share capital of a joint stock com - pany is PLN100,000, and the nominal value of one share may not be less than PLN0.01. All shares in joint stock companies are dematerialised (ie, no share certificates are in place). Each share transfer becomes effective upon registration in the shareholders’ reg - ister, and shareholders are no longer able to remain anonymous. There is no minimum number of shareholders, so the joint stock company may have only one shareholder. However, it may not be formed by a sole-shareholder limited liability company. Simple joint stock company A simple joint stock company ( prosta spółka akcyj - na , or P.S.A.) is a new type of corporate vehicle. It is intended to be suitable for start-ups, as the founder will not be obliged to obtain the amount needed for share capital and the shares can be subscribed for in exchange for any contribution that has economic value, in particular the provision of labour or services (prohibited for other companies). It cannot, however, undergo an IPO.
Governing bodies Corporate governance in a simple joint stock compa - ny may be based on either the two-tier model (similar to a limited liability company) or the one-tier model (only a board of directors is appointed, on which there are executive and non-executive directors). Shareholders The minimum share capital is PLN1 and all shares are dematerialised (ie, there are no share certificates). The shares have no par value, do not form part of the share capital and are indivisible. There is no minimum num - ber of shareholders, so the simple joint stock com - pany may have only one shareholder. However, similar to other Polish companies, it may not be formed by a sole-shareholder limited liability company. The share - holders are not liable for the company’s liabilities. Subject to a few exceptions (eg, a change in the stat - utes, mergers and demergers), shareholders’ meet - ings may take place outside Poland, and minutes do not need to be drawn up by a notary public. Therefore, holding a shareholders’ meeting is less burdensome than for joint stock companies. Less Common Types of Corporate Vehicles in Poland General partnership A general partnership ( spółka jawna , or sp.j.) is a basic type of partnership. Although it does not have a legal personality, it has the capacity to acquire rights, incur debts, sue and be sued. It is managed and represented by its partners. In prin - ciple, each of the partners is entitled to deal with the general partnership’s affairs and represent it; however, the partnership deed or a resolution of the partners may provide that the partnership is managed by one or several partners. Moreover, the management of the partnership may be entrusted to third parties, but not in a way that excludes all the partners. Decisions on matters beyond the ordinary scope of the partnership’s business require the consent of all the partners (including those with a limited right to manage it). Regardless of such limitations, all the part - ners have the unlimited right to be informed of the state of the partnership’s assets and its business, and
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