Kilka refleksji związanych z zakończeniem konferencji
6 listopada 2024
Simple joint-stock company
The first choice when starting a company in Poland is to decide which type of legal entity will be incorporated. A new type of company which appeared in Polish law on 1st of July 2021 is a simple joint-stock company (in Polish: “prosta spółka akcyjna”, abbreviation: “P.S.A.”).
This type of a company is to be mainly used for conducting business activity by start-ups and other innovative projects, as it is more flexible and less expensive form.
Share capital
The legal concept of share capital in simple joint-stock company is different from the share capital in LCC. The amount of the share capital is not indicated in the Articles of Association and the shares are not the part of the share capital (in contrast to the LLC). The minimum share capital in a simple joint-stock company is only 1 PLN. The share capital must be covered by contributions, which can be made in cash or in-kind by transferring ownership of the property (movable or immovable). Performance of work or services may also constitute in-kind contributions (however, this kind of contribution does not constitute a share capital).
The simple joint-stock company shares do not have a form of documents – they are dematerialized. Shares may not be admitted or introduced on the organized stock trading.
Shareholders
The simple joint-stock company is incorporated by at least one shareholder. Shareholders may be either natural persons or legal persons, regardless of their nationality. Foreigners may own 100 % of the shares.
Bodies
Superior authority of a simple joint stock company is the Shareholders’ Meeting. The company is represented by a Management Board (consisting of at least one person) according to principles laid down in Articles of Association or by the Board of Directors – a new type of the company’s body with managing and supervising powers. The Board of Directors is appointed instead of the Management Board and the Supervisory Board. A Supervisory Board may still be optionally appointed in a simple joint-stock company with a Management Board. There are no residency requirements for the Management Board’s members nor for the Directors.
Registration
A simple joint-stock company can be easily registered online or can be established by concluding a company agreement that requires a form of notarial deed.
Online company formation procedure is performed via online application in the National Court Register service (eKRS system that includes so-called S24 system). The eKRS electronic system is available for both Polish and foreign citizens. Signing documents and application for entry in the National Court Register (KRS) requires signature with a Trusted Profile (ePUAP) or qualified electronic signature (the signature purchased from the supplier of qualified certificates). You can also be represented by a proxy with a Trusted Profile or qualified electronic signature. The court is obliged to recognize the online registration request in 24 hours, but in practice it usually takes 2 or 3 days. ) or qualified electronic signature (the signature purchased from the supplier of qualified certificates). You can also be represented by a proxy with a Trusted Profile or qualified electronic signature. The court is obliged to recognize the online registration request in 24 hours, but in practice it usually takes 2 or 3 days.
At the notary’s office all shareholders must be present personally or be represented by a proxy who has a notarized power of attorney.
The electronic registration is faster and cheaper, but you can only sign simple Articles of Association template and make cash contributions. It is also possible to register a company online and then make amendments to the Articles of Association in the form of notarial deed.
From 1st July it is mandatory to use electronic form of communication with the National Register Court in Poland.
As an experienced team of lawyers, we provide legal services in all matters related to the company’s formation process. We can help foreign entrepreneurs in those cases in which they cannot be present in the country during the entire company registration process.
Fees
To register a company via S24 system you must pay a legal fee for the entry in the amount of 250 PLN and the payment for the first entry in Court and Economic Monitor of 100 PLN. The total cost of registration by concluding an agreement for a simple joint-stock company that requires a notarial deed is approximately 600 PLN.
Polish Classification of Business Activities
During the registration you will need to indicate so-called PKD (Polish Classification of Business Activities) codes. The codes show your company’s areas of business. You can modify your set of codes at any time. You have to choose a main PKD code that covers major areas of your business. In the court you can register only up to 10 PKD codes but of course you can choose more.
Virtual office
To register your company, you must enter an address in the National Court Register. This address will be considered as the registered office of your company where there should always be someone present to collect your business correspondence and send correspondence-related notices to you. For many companies it is convenient to indicate virtual office address. This address may be visited by the personnel of your tax office to verify if your company’s place of business. Thus, it is important that a person present in the seat of your company has at least general information about your company, its products or services etc.
If you are interested in our virtual office offer, contact us directly.
Accounting
Accounting books are used for the full accountancy. Accounting books are compulsory for simple joint-stock companies regardless of the amount of yearly income. We recommend to contract out bookkeeping to an accounting office to keep it correct and well organized.
Being a team of professional accountants, we provide the highest quality bookkeeping services for foreigners.
Central Registry for Beneficiary Owners
The Central Registry for Beneficiary Owners (CRBO) is an IT system operated by the Ministry of Finance to process data on the beneficial owners of certain entities. Every Polish registered a simple joint-stock company needs to register in CRBO within 7 days from the date of registration in the National Register Court. Also, any changes in the shareholders’ structure need to be updated in CRBO.
For CRBO purposes, a beneficial owner is any natural person with direct or direct control over the entity concerned, based on powers arising from legal or factual circumstances that allow them to exercise decisive influence over the entity’s actions or activities.
If the company fails to meet this obligation, it may be fined.
We can help you identify beneficial owners in each case as well as file an application.
