Shareholders’ rights in simple joint‑stock company

A shareholder has the right to participate in the company’s profit. They may receive a payment from the share capital if it follows from the financial statements and a resolution of the shareholders. The amount distributed cannot exceed the sum of the profit, undistributed profits and the part of the share capital allocated for distribution. Dividends are divided according to the number of shares unless the articles provide otherwise. Payments cannot reduce the share capital below one złoty or endanger the company’s ability to meet its obligations. Shareholders entitled to the dividend are those holding shares on the day the resolution is adopted. The general meeting may set the dividend date. The dividend is paid on the date indicated in the resolution or by the management board.

Advances and adjustments

The articles may authorize the management board to pay advances toward the expected dividend. Advances cannot come from the share capital. If the company records a loss or a profit lower than the advances paid, shareholders must return the advances. The articles may provide for dividend adjustments for preferred shares in subsequent years, but not longer than five years.

Capital and benefits

The company must allocate part of its profit to strengthen the share capital if the capital has not reached the required level. Shareholders may decide to allocate funds to the share capital, but this does not grant the right to take up new shares. The value of benefits provided to shareholders or related entities cannot exceed the value of the reciprocal benefit received by the company. A shareholder who received a payment contrary to the law or the articles must return it. Members of corporate boards are jointly liable unless they are not at fault.

Voting rights and control

Each share carries one vote. A pledgee or usufructuary may exercise voting rights if the articles and the shareholders’ register allow it. Every shareholder has the right to control the company. The company may issue preferred shares, including founder shares that protect a minimum voting ratio. Preferred shares may be non‑voting, with the possibility of restoring voting rights in certain situations. The articles may grant individual rights to specific shareholders, such as appointing members of corporate boards.

Shareholders’ register

Shares have no document form and must be entered in the shareholders’ register. The register is kept by an entity authorized to maintain securities accounts or by a notary. It is electronic and must ensure data security. It contains information about the company, shareholders, types of shares, restrictions and encumbrances. Entries are made at the request of the company or a person with a legal interest. The register is accessible to the company and its shareholders.

Transfer of shares

Shares are transferable but cannot be admitted to organized trading. The transfer or encumbrance of shares requires documentary form. Acquisition of shares becomes effective upon entry in the shareholders’ register. Only a person entered in the register is considered a shareholder. The articles may restrict the transfer of shares or require the company’s consent. If the company refuses consent, it must indicate another buyer. The transfer of partly paid shares requires the company’s consent. The buyer of such shares is jointly liable for the unpaid contribution.

Inheritance and pre‑emption

The articles may restrict the entry of heirs into the company. In such a case, the articles must specify the rules for settling with heirs. The articles may also restrict the division of shares among heirs. The company may grant other shareholders a pre‑emption right to acquire shares intended for sale. A selling shareholder must inform the management board of the sale terms and submit an offer to the remaining shareholders.

Redemption of shares

Shares may be redeemed voluntarily or compulsorily. Redemption constitutes an amendment to the articles. Compulsory redemption requires provisions in the articles and defined conditions. The redemption price cannot be lower than the fair value of the shares. The articles may provide for automatic redemption upon the occurrence of a specified event.

Treasury shares

As a rule, the company cannot acquire its own shares except in cases provided by law. Acquisition requires meeting specific conditions, including full payment for the shares and a limit of 25% of all shares. Treasury shares acquired unlawfully must be sold or redeemed. The company does not exercise rights from treasury shares.

Exclusion and withdrawal of a shareholder

A court may exclude a shareholder from the company for important reasons. A shareholder may also request withdrawal if relations within the company cause severe harm. In such a case, the shares are bought out at fair value. A court may also invalidate shares if the shareholder failed to fulfil the obligation to make contributions.

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