Joint-stock company in Poland – specificity, is it worth to open it?

Joint-stock company is a capital group which can be established by one or more individuals, but it should be noted that it cannot be opened by a sole limited liability company. In order for the joint-stock company to be registered, the following steps have to be made: company incorporation, statute creation, undertaking set payments by shareholders allowing for the accumulation of company’s initial capital, choosing members of the board and supervisory council, as well as entering the company into a proper register. After being entered into the National Court Register, a given company becomes a joint-stock company and is granted the possibility of performing acts in law. It also is then granted some privileges and responsibilities are imposed on it. The liabilities of such a business undertaking are to be performed by the individuals acting on its behalf.

The statute of a joint-stock company should have the form of a notarial deed. Individuals signing it become the founders of such a body. The detailed content of the statute is specified in article 304 of the Code of Commercial Companies. It should include, among others: company name and seat, scope of operation, initial capital, amount paid by each and every shareholder to accumulate said capital, nominal share value and number, number of members of the board and the supervisory council or the maximal or minimal number of such member, body authorized to exercise supervision over the composition of the board and the supervisory council, number and type of investment fund shares, share cancellation mode and terms, as well as terms of share limitation. Shareholders are required to perform their liabilities under the adopted statute, but they are not responsible for company’s liabilities, which is undoubtedly a remarkable benefit of registering such a type of enterprise.

The capital of a joint-stock company should amount to at least PLN 100 000. It is notably high, so it has to be remembered that registering such a type of undertaking is connected with significant expenses. The nominal value of shares cannot be lower than 1 Grosh. One has to additionally bear in mind that the contribution to a joint-stock company cannot have the form of an inalienable right or labor/service provision.

Among the benefits of registering the aforementioned business undertaking are: legal capacity, the possibility of multiplying company’s capital, as well as the lack of liability of shareholders for the actions of the company as a whole. This form of performing business undertakings will be ideal for individuals willing to operate on a large scale.