Rights and obligations of shareholders of a joint-stock company in Poland

Shares do not take the form of physical documents. All rights arising from shares exist only as electronic records. The same rules apply to other instruments that grant participation in the company’s profits or assets. This solution increases the security of trading and eliminates the risk of losing documents.

Shareholder register

Shares of a non‑public company must be entered in the shareholder register. The register is maintained by an entity authorised to keep securities accounts. All data is stored electronically. Both the company and its shareholders have the right to access the information contained in the register. Entries are made at the request of the company or a person with a legitimate legal interest.

Agreement for maintaining the register

The company concludes an agreement for maintaining the register with the selected entity. Termination of the agreement is possible only after a new agreement is signed. The entity maintaining the register may terminate it only for valid reasons. The register forms the basis for exercising rights attached to shares and rights of pre‑emption.

Scope of data in the register

The register contains information about the company, its shareholders and the shares themselves. It also includes entries concerning the transfer of shares, the establishment of a pledge or usufruct, and any restrictions on the disposal of shares. The articles of association may extend the scope of disclosed data.

Registration certificates

A shareholder may request the issuance of a registration certificate. The document confirms the rights arising from the shares. It is issued in the name of the shareholder and contains detailed information about the shares and the person entitled to them. During the validity of the certificate, the shares covered by it are blocked.

Loss of validity of the certificate

A certificate becomes invalid upon expiry of its validity period, after the transfer of shares in enforcement proceedings or after a compulsory buyout. It also becomes invalid if the document is destroyed. In such a case, a new certificate may be issued.

Acquisition of shares

Shares are acquired at the moment the entry is made in the shareholder register. Exceptions apply when shares pass by operation of law. The entry may be made after the company is registered or after the share capital is increased.

Performance of obligations towards shareholders

The company fulfils its monetary obligations towards shareholders through the entity maintaining the register. The articles of association may provide otherwise.

Securities depository

The general meeting may decide to register shares in the securities depository. Shares cannot be simultaneously entered in the shareholder register and the depository. In such a case, the rules applicable to public companies regarding the organisation of the general meeting apply.

Shareholder obligations

A shareholder must pay the full contribution for the shares. Payments must be made proportionally and to the company’s bank account. The articles of association or a resolution of the general meeting determine the deadlines and amounts. Failure to pay may result in interest or compensation.

Loss of shareholder rights

If a shareholder does not settle outstanding payments, the company may deprive them of their rights. The company calls the shareholder to fulfil the obligation and sets an additional deadline. After its expiry, the shareholder may be removed from the register. The company sells the shareholder’s rights and settles the proceeds.

Indivisibility of shares

Shares are indivisible. Co‑owners exercise their rights through a joint representative. The articles of association may restrict the entry of a shareholder’s spouse into the company.

Transfer of shares

Shares are transferable. The articles of association may restrict the transfer of registered shares. If the company refuses consent, it must indicate another buyer. Transfer of shares in enforcement proceedings does not require the company’s consent.

Restrictions on disposal of shares

An agreement may restrict the disposal of shares for up to five years. It is also possible to establish a right of first refusal or pre‑emption. Such restrictions may last up to ten years.

Rights of pledgees and usufructuaries

A pledgee or usufructuary may exercise voting rights if the agreement provides for it and the entry is made in the register. The articles of association may prohibit granting voting rights to these persons.

Shareholder status

A shareholder is the person entered in the shareholder register. This rule also applies to pledgees and usufructuaries.

Prohibition on returning contributions

The company may not return contributions made for shares. A shareholder and their predecessor cannot be released from obligations related to the shares.

Financing the acquisition of shares

The company may finance the acquisition of its own shares. Financing must take place on market terms and in exchange for a fair price. A resolution of the general meeting and a management board report are required. These rules do not apply to financial institutions or benefits granted to employees.

Prohibition on collecting interest

Shareholders may not collect interest on contributions made or on the shares they hold.

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