POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
Simple joint stock company A simple joint stock company ( prosta spółka akcyjna , 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 con - tribution 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 company 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 indivis - ible. There is no minimum number of sharehold - ers, so the simple joint stock company may have only one shareholder. However, similar to other Polish companies, it may not be formed by a sole-shareholder limited liability company. The shareholders are not liable for the company’s liabilities. Subject to a few exceptions (eg, a change in the statutes, mergers and demergers), sharehold - ers’ meetings 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.
by businesses intending to raise capital through an IPO or when Polish law requires this form of company (eg, in the case of financial institutions, banks, pension funds and insurers). Boards The management board deals with the com - pany’s affairs, and members are appointed and removed by the supervisory board, unless the statutes provide otherwise. Some issues listed in the Commercial Companies Code or the stat - utes require resolutions adopted by the general meeting. A supervisory board is a requirement in a joint stock company. Its role is to monitor the compa - ny’s activities and review the financial statement and management report on company activity. Its members are appointed by the general meeting, but the statutes may provide otherwise. In prin - ciple, the supervisory board acts collegially, but it may also delegate certain activities. Shareholders Shareholders are not liable for the company’s liabilities. The minimum share capital of a joint stock company is PLN100,000, and the nominal value of one share may not be less than PLN0.01. All shares in joint stock companies are demateri - alised (ie, no share certificates are in place going forward). Each share transfer becomes effective upon registration in the shareholders’ register, 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.
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