07 December 2018 Magdalena Szewczyk
Proposed new type of investment vehicle in Poland: simple joint stock companyThe Ministry of Enterprise and Technology has published an updated draft legislation introducing a new type of a company in Poland: a simple joint stock company.
A simple JSC is designed to be a private company intended especially (but not exclusively) for start-ups and innovative business. The main objectives of this new proposed investment vehicle are to simplify the formation, operation and exit from a company.
The draft provides that a simple JSC could be registered in electronical procedure (in 24 hours) and liquidated in an accelerated process. It is proposed that instead of a classic share capital (kapitał zakładowy), a simple JSC would have its stock capital (kapitał akcyjny) with a minimum amount of PLN 1. Unlike in limited liability companies and joint stock companies, in-kind contributions to a simple JSC could be made as well in the form of a provision of work or services. Founders of a simple JSC would have more flexibility in shaping preferences over shares which could potentially help to maintain control in the company in the event of future share issues. The shareholders of a simple JSC could decide for it to be managed and supervised by one corporate body, the board of directors (rada dyrektorów). Shareholders resolutions could be adopted by means of electronic communication. Shares in a simple JSC would be dematerialised and evidenced in electronical registers.
Following expert consultations and for the purposes of strengthening the position of creditors of a simple JSC, the draft was amended to include provisions on the liability of board members for the company’s obligations. The draft also proposes to introduce a prohibition of making payments to shareholders of a simple JSC, if such payments could adversely affect the company’s solvency.
The draft legislation is now awaiting review and completion at a governmental level before it may be submitted for review to the Polish Parliament, where it is likely to be subject to further developments.
It is now proposed that the regulations introducing a simple JSC enter into force on 20 March 2020.
The current status may be checked here.