Legal services for simple joint-stock companies
Do you want to set up a simple joint-stock company, or maybe you already run one and are struggling with legal problems? The KRS Kancelaria will help you deal with all formal difficulties.
Simple Joint Stock Company is a modern form intended for innovative ventures, in particular startups and high-tech companies, combining the features of a partnership (the possibility of contributing in the form of work or services) with a capital company (the possibility of raising capital through the issue of shares).
What makes a Simple Joint Stock Company (PSA) stand out?
- share capital does not have the stability characteristic of the share capital of limited liability companies. and joint stock; the amount of share capital will not be indicated in the company agreement, and its change does not take place in a formalized manner of increasing or decreasing it, constituting an amendment to the company agreement; When establishing a company, capital of PLN 1 is required;
- flexible approach to the company’s governing bodies, including the ability to choose between the so-called a monistic system (there is one body with management and supervisory powers – the board of directors) and a dualistic system (there are two bodies, therefore the spheres of management and supervision are separated between the management board and the supervisory board) and a wide scope of freedom for the parties to the company agreement in determining the structure and principles of operation of the bodies.
- possibility of concluding a company agreement in the form of a notarial deed or using a template agreement available in the ICT system, i.e. via the Internet
- the possibility of awarding company shares for a non-cash contribution not intended for share capital, e.g. in the form of work or services;
For whom is simple joint stock company?
- registering the company’s shares in the shareholders’ register, which may only be in electronic form, kept by suitably qualified entities, including: Krajowy Depozyt Papierów Wartościowych S.A., brokerage houses and banks conducting brokerage activities; the register of shareholders is public to the company and each of its shareholders;
- simplification of procedures, among others when adopting resolutions of the company’s governing bodies and enabling their adoption in writing or by means of direct distance communication (remote), in the form of video or teleconference, allowing also persons who are not physically present at the meeting place to participate in their adoption
- significant simplification of the rules regarding company liquidation, including: by introducing the requirement of only one announcement of the opening of liquidation, a three-month deadline for submitting claims by creditors and the lack of a statutory grace period conditioning the possibility of dividing assets among shareholders, as well as a new possibility, not available in relation to other capital companies, of deleting a simple joint-stock company from the register of entrepreneurs without liquidation in a situation where the resolution of the general meeting adopted by a qualified majority of 3/4 votes with a 50% quorum provides for the takeover of all the company’s assets by a designated shareholder (taking over shareholder) with the obligation to satisfy creditors and other shareholders
- in relation to a simple joint-stock company, the principle of dematerialization of shares (no document form) was adopted.
- non-public nature, which means that the shares of this company should not be introduced or admitted to organized trading, which applies to both trading on the regulated market and alternative trading systems (ATS). A simple joint-stock company is a legal tool intended for entrepreneurs interested in raising capital in non-public trading (venture capital).
- To sum up, a simple joint-stock company is an attractive form of running a business due to the significant reduction in formalism and costs of establishing this company compared to a joint-stock company.