New as of July 1: Simple joint-stock company – New company form in Poland

In addition to the limited liability company (Sp. z o.o.) and the joint-stock company (S.A.), a third form of joint-stock company will be established in Poland as of July 1: the simple joint-stock company – “Prosta spółka akcyjna”. The official abbreviation in Part 1a of the Commercial Code is “PSA”. The founding capital is 1 złoty. The intention of the legislator for the introduction of the new form of company is to quickly promote the establishment of start-ups without capital expenditure in order to attract investors. The Polish PSA is to a certain extent comparable to the French Société par actions simplifiée (SAS). The articles of association are very flexible. There are only a few mandatory regulations. There is no minimum capital requirement. The 1 złoty has only symbolic significance. Instead of cash or non-cash contributions, services, own work or know-how can also be contributed.

Flexible structuring of the articles of association possible

There are no rules on the number of founding members. The PSA can be founded by one or more persons. A simple joint-stock company can be established electronically within 24 hours. The incorporation process is identical to that of a limited liability company (Sp. z o.o.). In the case of a partnership agreement, the legislator grants the founder numerous design freedoms. A partnership agreement in the form of a notarial deed is only necessary if the partnership is not founded on the basis of a monetary contribution. The management board of a PSA can only be formed by one person. There is no legal obligation for the establishment of a supervisory board. As a company under commercial law, the PSA is obliged to keep full ledger accounts.

There is no legal obligation to show the amount of share capital in the articles of association. This allows a much faster circulation of shares and also a disbursement of funds. There is also no need to amend the articles of association to increase the share capital. The shares have no nominal value. This means that one share can be bought or sold at a different value than another share. The shares are dematerialized, thus as a result, the issuance of new shares can only be carried out by means of electronic communication. Unlike an ordinary joint stock company (S.A.), the shares of a PSA may not be traded on the stock exchange.

Taxation of a PSA

Simple joint-stock companies are taxed in the same way as other companies under commercial law, i.e. with the corporate income tax CIT settled at the tax rates of either 19 or 9 percent. In addition, income tax PIT is levied when profits are paid out to shareholders. However, PSAs can also opt for the so-called Innovation Box. In the case of income from qualified intellectual property, the income tax can be reduced to a rate of just a mere 5 percent. The new corporate form is nevertheless not without controversy. Without equity capital and with electronic decision-making, the PSA is considered by lawyers to be a less trustworthy counterparty in daily transactions for future investors and other business partners such as suppliers.

Source: Wirtschafts-Markt Polen (09-2021 Ausgabe 296)

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