Simple joint-stock company – what are its biggest advantages?
Simple joint-stock company – what are its biggest advantages?
So far, Poland has had two types of private limited companies – a limited liability company and a joint-stock company. However, on July 1, 2021, legislation came into effect introducing a new type of commercial company to be counted as a private limited company - the simple joint-stock company. As envisioned by the legislator, it is a form of business equipped with flexible instruments for managing its structure and assets, and characterized by significant de-formalization of operation. Therefore, we have decided to take a closer look at the solutions adopted in the simple joint-stock company, which constitute its greatest advantages over other types of companies.
Non-denominated shares and share capital
The simple joint-stock company was equipped with two instruments hitherto unknown to Polish private limited – share capital and so-called non-denominated shares. Share capital represents a completely new concept in the approach to the assets of a simple joint-stock company. The minimum amount of share capital needed to establish a company is PLN 1 and is not indicated in the articles of association. Thus, the law does not require an amendment to the company's articles of association in the event of an increase or decrease in share capital. This is different from the solution in force for example for a limited liability company, where the minimum amount of share capital is PLN 5,000, and its indication in the articles of association is mandatory. In addition, a change in the amount of a limited liability company's share capital, as a general rule, requires a resolution to amend the articles of association.
In addition to the share capital in a simple joint-stock company, there are also so-called non-denominated shares, whose characteristic is precisely the lack of a nominal value reflecting the share in the share capital. So, on the one hand, they do not form part of the share capital (their issue price is stated in the articles of association), but on the other hand, it is primarily the shares that determine the shareholder's rights in the company. For comparison, it is worth pointing out that shares of a limited liability company, as well as shares of a joint-stock company, have a nominal value – in the first case, the minimum nominal value of a share is PLN 50, while with regard to a joint-stock company, the minimum value of a share is 1 grosz.
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