Poland Company Formation: A Simplified Joint Stock Company

If you're considering the idea of starting a company in Poland, one of the company types to consider is a Simplified Joint Stock Company. In this article, we'll walk you through the step-by-step process of setting up your company, covering legal considerations and key details that every aspiring entrepreneur should be aware of if you choose this considerably new Poland company form to go for. 

Step 1: Crafting the Simple Joint Stock Company Articles of Association

The foundational step in establishing a Simplified Joint Stock Company  is the crafting of the company articles of association which can be executed through a notarial deed or by using a provided template available in the e-registration system. Opting for the template is ideal if your agreement doesn't involve intricate provisions. However, for custom elements such as non-monetary contributions or other unique clauses, seeking a notary's services becomes necessary.

Step 2: Establishing the Simplified Joint Stock Company Bodies

The only mandatory body that must always function within a Simplified Joint Stock Company is the general meeting. The other bodies are a matter of choice for shareholders chosen from he following two options: either a board of directors or a management board. The choice between these structures lies solely with the shareholders, and it should be clearly defined in the Poland company articles of association. 

In the realm of Poland Simplified Joint Stock Companies (SJSC), the organizational structure plays a pivotal role in governance. Understanding the distinct roles of key bodies, such as the Management Board, Supervisory Board, and General Meeting, is essential for shareholders and those considering company formation or company purchase in Poland.

Company Formation in Poland - SJSC

Management Board: The Executive Body

The Management Board, constituting one or more members, serves as the executive body responsible for representing and managing the company's affairs. Its formation is mandatory, especially in the absence of a Supervisory Board. The shareholders appoint members to the Management Board, and if a Supervisory Board exists, it holds the authority to appoint and dismiss Management Board members. The company's articles may specify conditions for dismissal based on valid reasons.

Members of the Management Board have the right to represent the Simplified Joint Stock Company in all legal and extrajudicial matters, with no limitations on this right. The Management Board oversees day-to-day operations and ensures the company's interests are safeguarded.

Supervisory Board: The Collegial Oversight Body

Supervisory Board in a SJSC is optional and depends on shareholders' discretion. Comprising at least three members, it exercises oversight over the company's activities. The Supervisory Board is appointed by Poland company’s shareholders, with the articles possibly outlining alternative methods for appointment and dismissal.

The Supervisory Board's powers include examining all company documents, demanding reports and explanations from the Management Board and employees, and auditing the company's financial status. The company's articles may extend the Supervisory Board's authority, requiring the Management Board to seek its approval for specific actions.

Additionally, the Supervisory Board can delegate members to temporarily perform Management Board functions in cases of suspension, expiration of mandates, or other impediments.

Monistic Model: The Board of Directors

The monistic model, prevalent in Anglo-Saxon countries, consolidates managerial and supervisory functions into a single body – the Board of Directors. As per the Commercial Companies Code, the Board of Directors manages the company, represents it externally, and oversees its operations.

For the Board of Directors to assume a dual managerial-supervisory role, it must have a minimum of two members, with one acting as an executive director and the other as a non-executive director. Executive directors focus on operational aspects, while non-executive directors ensure constant oversight.

The Board of Directors, even if composed of a single member, can be vested with broad responsibilities akin to the Management Board, with supervisory functions handled by the General Meeting or a Supervisory Board if appointed.

General Meeting of Shareholders

In every Poland Simplified Joints Stock Company, the General Meeting encompasses all shareholders. It holds exclusive powers to make decisions on crucial matters, including approving the Management Board's reports, dividends, changes to the Poland company's articles, and its dissolution.

General Meetings can be ordinary or extraordinary, with ordinary meetings occurring within six months after each financial year. Shareholders have rights, including requesting an extraordinary meeting and placing specific issues on the agenda, ensuring minority shareholders have essential privileges.

Decisions at General Meetings are formalized through resolutions, with the Commercial Companies Code specifying majority requirements. The articles may introduce stricter rules or expand the scope of matters requiring unanimous shareholder agreement.

Understanding the distinctive roles of these organs is fundamental for anyone contemplating company formation in Poland. Whether opting for a Management Board-centric approach, a Supervisory Board for oversight, or a monistic model with a Board of Directors, aligning the organizational structure with the Poland company's goals is crucial. 

The functions and operations of the company's bodies should be explicitly outlined in the articles of association for a transparent and effective governance system.

Step 3: Contributing Capital to Cover the Share Capital

The share capital of a Simplified Joint Stock Company  must be covered by a minimum amount of 1 PLN. Remarkably, the company agreement doesn't need to specify the exact share capital amount. This flexibility allows for the increase of capital without amending the agreement. It's important to note that the actual share capital is dependent on the contributions made to cover the shares. Non-monetary contributions, such as rights, services, or other non-appraisable assets, are not considered as part of the share capital. The Poland company’s share capital amount is reported to the National Court Register (KRS).

Step 4: Registering with the National Court Register (KRS)

The registration procedure depends on how the company articles of association are executed. Currently procedures for notary deed and e-articles are submitted online, but the system would vary. Stamp duty is paid based on the form of articles and all required licenses for business activities if any shall be obtained after the company is formed. 

Setting up a Simple Joint Stock Company in Poland is a strategic move for entrepreneurs eyeing the dynamic European market. If you're interested in this business structure, we're here to guide you through the process and help you make informed decisions.


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