KRS Law Firm · Business Legal Services
Legal Services for Simple Joint-Stock Companies
Are you planning to establish a simple joint-stock company, or do you already run one and face legal issues? KRS Law Firm will help you overcome the formal difficulties.
Practice Area
The simple joint-stock company (PSA) is a modern structure designed for innovative ventures, particularly start-ups and high-tech companies. It combines features of partnerships, such as contributions in the form of work or services, with those of companies, such as raising capital by issuing shares.
KRS
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What Makes a PSA Different?
What Distinguishes a Simple Joint-Stock Company (PSA)?
- Its share capital lacks the fixed character of the share capital of a limited liability or traditional joint-stock company. Its amount is not specified in the articles and changes do not require the formal increase or reduction procedure involving an amendment to the articles. Only PLN 1 is required on formation.
- A flexible approach to governance, including a choice between a one-tier system, with a board of directors exercising management and supervisory powers, and a two-tier system, separating management and supervision between a management board and supervisory board. The founders have substantial freedom to determine the structure and operating rules of these bodies.
- The articles can be concluded by notarial deed or using a standard form available online.
- Shares may be issued in exchange for non-cash contributions not allocated to share capital, including work or services.
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Who Is a Simple Joint-Stock Company For?
Start-Ups
High-Tech Companies
Entrepreneurs who cannot afford to establish a traditional joint-stock company.
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Further Features of a PSA
- Shares are recorded in an exclusively electronic shareholders’ register maintained by appropriately qualified providers, including the National Depository for Securities, brokerage firms and banks providing brokerage services. The company and each shareholder can inspect the register.
- Simplified procedures, including adopting resolutions in writing or remotely by video or telephone conference, allowing people not physically present at the meeting to participate.
- Significantly simplified liquidation rules, including
only one announcement opening liquidation, a three-month period for creditors to submit claims and no statutory waiting period before distributing assets to shareholders. Unlike other companies, a PSA can also be removed from the business register without liquidation where a general meeting resolution adopted by a three-quarter majority with a 50% quorum provides for a designated shareholder to take over all assets and satisfy creditors and the other shareholders. - Shares are dematerialised and do not take the form of paper documents.
- It is a non-public company: its shares cannot be admitted to organised trading, whether on a regulated market or an alternative trading system. The PSA is intended for entrepreneurs seeking private capital, including venture capital.
A simple joint-stock company can therefore be an attractive business structure, with substantially reduced formalities and formation costs compared with a traditional joint-stock company.
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