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From March 1, 2020 it will be possible to register a new legal form in Poland - a simple joint stock company (hereinafter PSA), which is a hybrid legal form, a combination of a limited liability company and a joint stock company. In contrast to existing forms, PSA will allow to conduct business more flexible.
It is distinguished by the fact that it has no stated capital, but only the share capital, which must be at least 1 PLN, in contrast to Polish LLC with a minimum stated capital of 5000 PLN and JSC - 100 000 PLN. The share capital may be contributed not only in cash, but also in the form of works or services for the company from the shareholder, or in any other form of assets. The share capital in any of the cases mentioned above should be contributed within 3 years from the date of registration of the PSA.
The novelty of PSA is that the share capital can be changed and paid out to shareholders without changing the Article of Associations, due to the fact that the amount of share capital is not prescribed in it. It should be noted that the PSA shareholder has the right to participate in the distribution of profits, as well as the right for payments from the share capital, but only in the amount stipulated in the results of the annual financial statements, and which was intended for payment in the resolution of shareholders.
Undoubtedly, a low share capital poses a serious threat to the company's creditors, whose claims may never be satisfied due to bankruptcy and debts. In this regard, the protective measures will be implemented, such as mandatory reserve capital; control procedures for transactions made between the company's shareholders and members of its bodies and the company; as well as verification of the solvency of all parties to the transaction. It is not clear now how these or other norms will be applied in practice, as we have only theoretical knowledge on this issue.
Important changes affected not only the shareholders, but also the Board. Unlike a joint-stock company, a simple joint-stock company does not necessary have a Supervisory Board. PSA shareholders can choose one of two models of company management: traditional management or a Board of Directors that performs both management and supervisory functions. The Management Board, as well as the company's shareholders, make decisions in the form of resolutions, which have not to be signed in paper form and in the personal presence of all participants in this legal form. PSA provides a completely new opportunity for entrepreneurs to hold meetings of shareholders and the Board remotely and to adopt resolutions by means of communication, i.e. e-mail, video conferencing and others, but such opportunity should be contained in the Article of Associations.
The flexibility of this legal form is not only in the low minimum share capital and the possibility of its easy payment, new forms of management and simplicity of meetings of shareholders and the Board, as well as in the fact that a simple joint stock company can be transferred to other legal form or liquidated under a simplified procedure. It should be noted that there is no simplified liquidation procedure for other legal entities registered in Poland.
Simplified liquidation procedure involves the possibility to acquire all the company's property by the designated shareholder, without liquidation of the company. However, for such actions the General meeting should express consent, adopted by a majority of 3/4 of the votes cast in the presence of shareholders representing at least half of the total number of shares. Consent to the acquisition of assets must also be issued by the Registry Court, under the condition the actions of the shareholder acquiring the assets will not be tolerated by the creditors or shareholders of the company.
Despite the entry into force of these changes only in March 2020, it is worth thinking about the possibility to use all the advantages of this legal form.