Joint-stock company

A joint-stock company is a capital company accumulating the capitals of many entities (shareholders) even though it may be established by a single person. The totality of shares (all of equal nominal value) constitute the share capital

Preferred form of activity	For larger enterprises. For entities planning to go public. An obligatory form of business activity for banks, insurance companies and general pension societies.
Purpose	A joint-stock company may be established for any legitimate purpose unless the law provides otherwise.
Comapny	The business name othe company may be discretionary, but with the additional designation „spółka akcyjna” (joint-stock company).
Appropriate register	The register of entrepreneurs of the National Court Register (KRS). A regional court adequate to the company’s registered office. The application must be submitted within six months of the day on which all shares were taken up. In case of exceeding the date, the statute shall be terminated by force of law and the application shall be dismissed.
Founders	One or more entities which may be natural persons, legal persons, as well as organisational units without legal personality to whom the law grants thereof. Note: A joint-stock company cannot be formed by – as a sole shareholder – a single-member limited liability company. A single-member limited liability company may secondarily become a sole shareholder through taking up of all shares.
The company's statute	In a form of a notarial deed otherwise it shall be null and void. Any amendments to the statute require a resolution by the general meeting adopted with a ¾ majority of votes under the condition that a resolution providing for a broader scope of shareholders' duties or restriction of the personal rights conferred upon individual shareholders requires the consent of all shareholders affected by such resolution.
Representation of a company in organisation (prior to KRS registration)	Until the appointment of a management board, the company is represented by all founders, acting together or through an attorney appointed by an unanimous resolution of the founders.
Shareholders' contributions	The object of a contribution cannot be a non-transferable right or a performance of work or services. If in-kind contributions to share capital are provided for, the founders are obliged to prepare a written report which has to be examined by a certified auditor, particularly with respect to the values of the contributions.
Shareholders' share in profits and losses	Shareholders are entitled to participate in profit disclosed in the financial statement verified by a certified auditor and allocated by the general meeting for distribution to the shareholders. The profit is distributed in proportion to the number of shares held. Where the shares are not fully paid up, the profit is distributed in proportion to the payments made for shares. The statute may provide for a different manner of profit distribution. Shareholders do not participate directly in covering the company’s losses. However, the profit intended as shareholders’ payout in a given year shall be reduced by unabsorbed losses.
Share capital	Minimum share capital amounts to at least 100 000 PLN. The nominal value of a share is no less than 1 grosz. The share capital is divided into shares of equal nominal value. Share capital does not have to be fully paid up prior to company’s registration – when shares are covered with cash contributions, a total payment of 25 000 PLN before the registration is sufficient. The remaining amount shall be paid within a year of the registration date. In-kind contributions to share capital have to be examined by a certified auditor (with the exceptions provided for in the Code of Commercial Companies).
Authorities	A board of management – manages the company’s affairs and represents it; is composed of one or more natural persons; the term of office shall be no longer than 5 years. A shareholders’ general meeting – has jurisdiction to resolve affairs provided by law or by the statute; the minutes from a shareholders’ general meeting is made up in the form of a notarial deed. A supervisory board – exercises permanent supervision over the company’s activities in all aspects of its business. The appointment of a supervisory board is obligatory, it has to have at least 3 members, and at least 5 members in public companies; the term of office shall be no longer than 5 years.
Taxation	The company bears liability for its obligations unlimitedly, with all assets.
ZUS premiums	A shareholder is not obliged to pay social and health premiums even if he is the sole shareholder in a company. The obligation to settle with ZUS will occur when a shareholder is the company’s employee or its contractor. The company shall be a premium payer only if it engages employees or contractors.
Company liability	The company bears liability for its obligations unlimitedly, with all assets.
Shareholder' liability	Shareholders bear no liability for the company's obligations. Their risk is limited to the capital engaged in taking up or acquiring company shares..
Managment board members' liability	Liability towards the company’s creditors arising from: false information on required by the statute payments for shares, in-kind contributions made upon the company's formation or on an increase in the share capital – jointly and severally for a period of 3 years following the registration of the company or an increase in the share capital, damage inflicted by a failure to file a petition in bankruptcy within two weeks of the date when the grounds to file the petition occurred.

Actions necessary to establish a joint-stock company

Adopting the statute of a joint-stock company in the form of a notarial deed.
Taking up of all company shares by shareholders. A joint-stock company is formed upon the taking up of all first issue shares by the shareholders.
Payment of contributions by shareholders. Share capital does not have to be fully covered prior to company\'s registration.
Appointment of a management board and a supervisory board – if they were not appointed by the statute.
Registering a joint-stock company in the KRS.
1. The entry application has to be submitted to a registry court (regional court, commercial department of the KRS) adequate to the company’s registered office.
2. The application may be submitted no earlier than on the day of the company’s formation and no later than within six months of the date when all shares were taken up by shareholders. In case of exceeding this date, the articles of association shall be terminated and the application shall be dismissed.
3. Every official document submitted to the KRS has to be signed by all members of the management board. In this case, the company’s representation by an attorney appointed by a unanimous resolution of shareholders is inadmissible.
4. The registration of a joint-stock company is similar to that of a limited liability company (traditional method), as described in detail above. The only difference is in the official forms used to register both company types and in documents which have to be attached to the application.

- The main application form is the KRS-W4. It has to be appended with KRS-WG, KRS-WK, KRS-WM and potential extra forms depending on the actual facts of the case.
- Paper attachments have to be submitted in original or as legally authenticated transcripts or extracts.
- - The statute – an official copy of the notarial deed ,
  - signature samples of persons authorised to represent the company put in the presence of a court or notarized,
  - notarial deeds on the formation of the company and taking up of its shares,
  - a statement by all members of the management board that payments for shares and in kind contributions, as required by the statute, have been duly made in accordance with the provisions of law,
  - a proof of payment for the shares made to the bank account of the company in organization, certified by a bank or brokerage house; if the statute provides for payment of the share capital with in-kind contributions after the registration of the company, a statement by all members of the management board, that the making of such contributions to the company prior to the lapse of a period of one year after the company\'s registration is guaranteed under the provisions of the statutes, has to be enclosed,
  - a document evidencing the appointment of the company\'s authorities, including a specification of the members thereof unless it was provided by the statute,
  - a relevant permit or evidence of approval of the statute by a competent administrative authority if such documents are required for the incorporation of the company,
  - a statement in the form of a notarial deed on the value of the taken up share capital if the management board has made such a statement,
  - the founders\' reports and the opinion of the certified auditor – if there exists an obligation to prepare them,
  - if a commercial proxy has been appointed – the management board’s resolution appointing the proxy and an official letter informing him of the appointment.
  - A proof of payment: of the court’s fee (500 PLN), and for an announcement in the Court and Business Monitor (100 PLN). The total amount has to be transferred into the bank account of an adequate registry court (regional court) or paid in person at the court counter.

Submitting supplementary data to the Inland Revenue Office

The process of submitting supplementary data of a joint-stock company is analogous to that of a limited liability company, as described in detail above (NIP-8 form).

ZUS registration

The process of ZUS registration is analogous to that of a limited liability company, as described in detail above, however, there is no social and health premium obligation for a sole shareholder like there was for a sole shareholder in a limited liability company.

Joint-stock company

Note: A joint-stock company cannot be formed by – as a sole shareholder – a single-member limited liability company. A single-member limited liability company may secondarily become a sole shareholder through taking up of all shares.

Actions necessary to establish a joint-stock company