Shares of simple joint-stock company

An amendment to the articles of a simple joint‑stock company requires a resolution of the general meeting and an entry in the register. The management board files the amendment within six months from the date of the resolution. After this period the filing is not permitted. The registration of amendments follows the rules concerning formal deficiencies and the consequences of identifying them after the entry has been made.

Share issuance as an amendment to the articles

The issuance of new shares constitutes an amendment to the company’s articles. The rules on amending the articles do not apply if the issuance is carried out under existing provisions specifying the maximum number of shares and the date of their issuance. A share issuance resolution must specify the number of shares, their series, numbers and any privileges. It must also determine the issue price, the rules for making contributions and the details of non‑cash contributions. If the contribution consists of work or services, the resolution must indicate their type and duration.

Share subscription agreement

Shares of a new issuance are taken up under a share subscription agreement. The company submits an offer to subscribe for shares, and the subscriber accepts it. Acceptance cannot be conditional. The agreement must be made in documentary form. The subscriber undertakes to provide the contribution, and the company undertakes to issue the shares.

Pre‑emptive rights

Existing shareholders have a pre‑emptive right to subscribe for new shares in proportion to the number of shares they already hold, unless the articles or a resolution provide otherwise. Shareholders may be deprived of this right by a four‑fifths majority. The offer to subscribe for shares is delivered in the manner used for convening the general meeting. The deadline for accepting the offer cannot be shorter than fourteen days. Shareholders may submit an additional declaration to take up shares not subscribed by others. The management board allocates such shares proportionally to the declarations.

Registration of the issuance

The management board files the share issuance with the register. The filing includes the issuance resolution, subscription agreements and statements confirming that contributions have been made and specifying the amount of share capital. Shares of the new issuance come into existence upon entry in the register.

Management board authorization to issue shares

The articles may authorize the management board to issue shares for a period of up to five years. The authorization may be renewed, but each renewal requires an amendment to the articles. The scope of authorization cannot exceed one‑quarter of the number of shares existing on the date of authorization. The management board may issue shares for cash contributions, and for non‑cash contributions only if the authorization allows it. The management board may not issue preferred shares or grant individual rights. The resolution granting authorization must be justified. A resolution of the management board adopted within the authorization replaces a resolution of the general meeting on share issuance.

Exclusion of pre‑emptive rights in board‑issued shares

Excluding pre‑emptive rights in an issuance carried out by the management board requires a shareholders’ resolution. The articles may authorize the management board to exclude pre‑emptive rights if required by the company’s interest. A resolution amending the articles for this purpose must meet the requirements applicable to the exclusion of pre‑emptive rights.

Conditional share issuance

The general meeting may adopt a resolution on conditional share issuance. The right to subscribe for shares is granted to persons indicated in the resolution, in particular holders of convertible bonds, persons entitled under agreements with the company or holders of subscription warrants. The number of conditionally issued shares cannot exceed twice the number of existing shares at the time of the resolution. The resolution must specify the maximum number of shares, the issue price or conversion ratio, the purpose of the issuance, the exercise period and the persons entitled. The resolution excludes pre‑emptive rights.

Registration of conditional issuance

Conditional issuance is filed with the register together with the resolutions on issuance and on granting rights to subscribe for shares. These rights may be granted only after the amendment concerning conditional issuance has been registered. Entitled persons subscribe for shares by submitting a written declaration. After receiving the declaration, the management board orders the entry of the shares into the shareholders’ register. Rights arising from the shares are acquired upon entry.

Subscription warrants

The company may issue subscription warrants entitling their holders to subscribe for shares with the exclusion of pre‑emptive rights. The resolution on issuing warrants must specify the persons entitled, the issue price or method of determining it, the number of shares per warrant and the exercise period, which may not exceed ten years.

Polish commercial companies   Partnerships in Poland   Polish capital companies   Group of companies   General partnership in Poland
Professional partnership in Poland   Limited partnership in Poland   Limited joint-stock partnership in Poland   Limited liability company in Poland
Shareholders on a limited liability company in Poland   Management board of the llc company   Amendment of the company agreement
Simple joint-stock company in Poland   Shareholders’ rights in simple joint‑stock company   Management in a simple joint-stock company
Shares of simple joint-stock company   Establishing a joint-stock company   Rights and obligations shareholders of a joint-stock company
Management board of a joint-stock company   Supervisory board of a joint-stock company   General meeting in a joint‑stock company