Simple joint-stock company in Poland

A simple joint‑stock company may be established by one or more persons for any purpose permitted by law. It cannot be founded solely by a single‑member limited liability company. Shareholders are liable only for the obligations specified in the articles of association and do not bear responsibility for the company’s debts. Shares are taken up in exchange for monetary or non‑monetary contributions, and such contributions may include work or services. Shares have no nominal value and do not form part of the share capital.

Share capital

A simple joint‑stock company creates share capital expressed in Polish złoty. The minimum amount of capital is one złoty. The capital is formed from monetary and non‑monetary contributions. Its amount is not included in the articles of association, and changes to the capital do not require amending the articles.

Conditions for establishing the company

To establish the company, it is necessary to conclude the articles of association, appoint the required corporate bodies, contribute funds to the share capital and register the company. The articles must specify the company’s name, registered office, business activity, number of shares, privileges, non‑monetary contributions, corporate bodies and the number of members of the management board and supervisory board. If the contribution consists of work or services, the articles must indicate their type and duration. The articles are executed as a notarial deed or using an electronic template.

Conclusion of the agreement using a template

The agreement may be concluded online by completing a form and signing it with an electronic signature. In such a case, contributions for the first share issue must be monetary. The Minister of Justice defines templates of agreements and resolutions available in the system. The company’s name must include the designation “simple joint‑stock company”, and the abbreviation “P.S.A.” may be used in business transactions.

Shareholders’ contributions

Contributions must be made in full within three years from the date of registration. The management board confirms their payment by resolution. Contributions are allocated proportionally to all shares held by a shareholder unless the articles provide otherwise. If the value of a non‑monetary contribution is overstated, the shareholder must compensate the difference, and management board members are jointly liable unless they are not at fault.

Company in organization

Upon conclusion of the agreement, the simple joint‑stock company in organization is formed. It is represented by the management board, and before its appointment by an attorney appointed unanimously by the shareholders. Amending the agreement of a company in organization requires concluding a new agreement, except for agreements made using the electronic template.

Registration of the company

The management board files the company with the registry court. The application must include the company’s name, registered office, address, business activity, number of shares, privileges, individual rights, share capital, details of the management board and supervisory board, and the duration of the company if specified. The application must be accompanied by the articles of association, statements of the management board regarding capital and contributions, documents appointing corporate bodies and addresses for service of board members. A list of shareholders is also submitted. For agreements concluded online, documents are filed electronically.

Entry into the register

The registration process follows the rules on formal deficiencies, registry proceedings and the principles of the National Court Register. Once registered, the company obtains legal personality. Any changes to the registered data must be reported by the management board.

Single‑member simple joint‑stock company

In a single‑member company, the sole shareholder exercises the rights of the general meeting. If all shares belong to one shareholder, their declarations made to the company must be in writing unless the law provides otherwise.

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