Simple Joint-Stock Company Formation and Registration in Poland

What Is a Simple Joint-Stock Company, and Who Was It Designed For?

On July 1, 2021, Poland introduced a curious hybrid into its corporate menagerie: the Simple Joint-Stock Company, or PSA (from the Polish Prosta Spółka Akcyjna). The creature was engineered in legislative laboratories with tech startups in mind—those scrappy ventures where someone’s brilliant algorithm might be worth more than their bank account. But like many well-intentioned inventions, the PSA quickly escaped its intended habitat. Today, entrepreneurs of all stripes have discovered its charms, from app developers in Warsaw’s startup incubators to family businesses seeking a more supple corporate structure.

The Simple Joint-Stock Company proves especially useful when:

• You possess ideas and expertise but your capital reserves hover somewhere near zero
• You’re courting investors willing to trade cash for equity
• You want to sculpt shareholder relationships with a free hand
• You’re orchestrating a joint venture that brings together people with wildly different resources
• You’d like to contribute your labor or services as an actual ownership stake—a possibility that, until now, belonged to the realm of wishful thinking in Polish corporate law

Forming a Simple Joint-Stock Company: Two Paths Through the Bureaucratic Woods

Registering a Simple Joint-Stock Company with a Notary

The traditional route to registering a Simple Joint-Stock Company winds through a notary’s office, where the company agreement takes shape as a formal notarial deed. This path becomes mandatory when you’re contributing non-cash assets—equipment, intellectual property rights, shares in other companies. The notary crafts an agreement tailored to your particular circumstances, accommodating unconventional provisions about share privileges or special shareholder obligations that a standardized form could never capture.

Registering a Simple Joint-Stock Company Through the S24 System

For those who prefer their bureaucracy digital, forming a Simple Joint-Stock Company online through the S24 system offers a faster alternative—though one hedged with significant constraints. Electronic PSA registration demands:

• Exclusively monetary contributions for the initial share issuance
• Acceptance of a pre-formatted template agreement
• Documents signed with a qualified electronic signature or trusted profile

This route can deliver a newly formed Simple Joint-Stock Company within days, but it sacrifices the bespoke tailoring that complex arrangements require.

The Building Blocks: What Does Creating a PSA Actually Require?

Establishing a Simple Joint-Stock Company rests on four pillars:

1. Executing the company agreement—either before a notary or through the S24 system
2. Appointing corporate bodies—a management board (with an optional supervisory board) or a board of directors
3. Contributing capital to cover the share capital—minimum one złoty (roughly twenty-five cents, for those keeping score)
4. Registration with the National Court Register (KRS)—only then does the PSA acquire legal personality and truly come alive

Who May Establish a Simple Joint-Stock Company?

The founders of a PSA can include natural persons, legal entities, and so-called “defective legal persons” (such as partnerships). One prohibition stands firm: a Simple Joint-Stock Company cannot be formed exclusively by a single-shareholder limited liability company. This restriction applies only at the moment of creation—afterward, such a company may perfectly well acquire all shares through ordinary transactions.

A PSA can be single-shareholder from inception, provided that lone founder is a natural person, a joint-stock company, a foundation, or even another single-shareholder PSA. The law, it turns out, has a sense of irony.

Share Capital: Flexibility Replaces Rigid Rules

Minimal Capital Requirements

The share capital of a Simple Joint-Stock Company starts at one złoty. This symbolic threshold distinguishes the PSA from the limited liability company (requiring 5,000 złoty) and the traditional joint-stock company (demanding 100,000 złoty). Several features merit attention:

• Share capital amounts don’t appear in the company agreement
• Adjusting capital requires no notarial amendment
• Contributions may arrive gradually—you have three years from KRS registration to complete the funding

Contributions to a Simple Joint-Stock Company: Beyond Money

Here lies one of the PSA’s most compelling innovations. Contributions to a Simple Joint-Stock Company may include:

• Cash
• Movable property and real estate
• Property rights (shares, licenses, patents)
• The provision of work or services—a unique arrangement unavailable in other capital companies

A crucial caveat: contributions consisting of work, services, or inalienable rights cannot count toward share capital, but they do entitle the contributor to shares. This proves ideal for startups where one partner brings funding while another contributes expertise and sweat equity. The arrangement legitimizes what entrepreneurs have long practiced informally—it simply required Polish corporate law to catch up with reality.

Shares in a Simple Joint-Stock Company: What Makes Them Different?

Shares Without Par Value

PSA shares carry no nominal value—a fundamental departure from traditional joint-stock company practice. Instead of nominal value, the agreement specifies an issue price. These shares:

• Do not constitute portions of share capital
• Are indivisible
• Must be registered in a shareholder register
• Exist only in dematerialized form (no paper certificates cluttering desk drawers)

The Shareholder Register

The PSA shareholder register is maintained by an entity authorized to keep securities accounts (such as a brokerage house) or by a notary. Shareholders make this choice in the company agreement. The register replaces the traditional share ledger and ensures transparency in ownership structure—no more wondering who actually controls what.

Privileged Shares

The PSA offers considerable latitude in structuring privileged shares. You may design special rights concerning:

• Voting power (multiple votes per share)
• Dividends (higher or guaranteed amounts)
• Distribution of assets upon liquidation

Corporate Bodies in a Simple Joint-Stock Company: Choose Your Governance Model

The Dualist Model: Management Board and Supervisory Board

The classic structure familiar from limited liability and traditional joint-stock companies:

• The management board conducts company affairs and provides representation
• The supervisory board (optional) exercises oversight

The management board may comprise one or multiple members. A supervisory board requires at least three.

The Monist Model: Board of Directors

A novelty in Polish corporate law—the board of directors combines management and supervisory functions within a single body. This Anglo-Saxon-inspired solution may attract foreign investors accustomed to such arrangements in their home jurisdictions.

The board of directors may include:

• Executive directors (handling day-to-day operations)
• Non-executive directors (exercising oversight)

For American investors especially, this structure feels reassuringly familiar.

The General Meeting

The ownership body making key decisions. In a PSA, resolutions may also be adopted outside meetings—in writing or via electronic communication. This simplifies operations considerably, particularly when shareholders are scattered across time zones and continents.

Liability in a Simple Joint-Stock Company

Shareholders Bear No Responsibility for Company Debts

PSA shareholders are not liable for company obligations—a foundational principle of capital companies. Risk extends only to the value of contributed capital. Creditors cannot reach into shareholders’ personal assets.

Exceptions to this principle:

• PSA in organization—before KRS registration, shareholders bear joint and several liability alongside the company, up to the value of unpaid contributions
• Liability under general principles (torts, guarantees, and the like)

Liability of Management Board Members and Directors

Management board members or directors may face personal liability for PSA obligations under rules analogous to Article 299 of the Commercial Companies Code (liability when enforcement proves ineffective). Additionally, Article 116 of the Tax Ordinance provides for liability concerning the company’s tax arrears. Corporate leadership, it seems, comes with strings attached.

Distributions to Shareholders: The Solvency Test

Dividends in a PSA

Dividend payments in a Simple Joint-Stock Company face particular constraints. The key mechanism is the solvency test: no distribution may render the company unable to meet its due obligations within six months of payment.

This represents a more flexible yet more responsible approach than the rigid share capital rules governing limited liability and traditional joint-stock companies. The law trusts directors to exercise judgment—and holds them accountable when they don’t.

Liquidating a Simple Joint-Stock Company: Two Available Routes

Traditional Liquidation

A procedure resembling that of other capital companies: appointment of liquidators, satisfaction of creditors, disposal of assets, removal from KRS. Orderly, methodical, and not particularly swift.

Asset Acquisition by a Shareholder

A solution unique to the PSA: dissolving a Simple Joint-Stock Company without liquidation through transfer of all assets to a single shareholder. Requirements include:

• A general meeting resolution (three-quarters majority)
• Approval from the registry court

The acquiring shareholder assumes responsibility for satisfying creditors and remaining shareholders. It’s an elegant exit strategy when circumstances favor consolidation over dissolution.

PSA Versus Other Capital Companies: A Comparison

Limitations: What a PSA Cannot Do

A Simple Joint-Stock Company may not conduct activities reserved for specific legal forms:

• Banking
• Insurance and reinsurance
• Brokerage services
• Investment fund management
• Special economic zone administration

PSA shares cannot be listed on stock exchanges—the company remains private by design. If your ambitions include an IPO, you’ll eventually need to convert to a traditional joint-stock company.

Taxation of a Simple Joint-Stock Company

The PSA follows standard capital company taxation rules:

• Corporate income tax (CIT) on company profits (9% for small taxpayers, 19% standard rate)
• Personal/corporate income tax on dividends received by shareholders (19%)
• Eligibility for Estonian CIT (lump-sum taxation of company income)

Double taxation—at both company and shareholder levels—characterizes all capital companies. Estonian CIT can significantly reduce this burden when profits are reinvested rather than distributed. For growth-oriented ventures, the math often favors patience.

Conclusion: Is Forming a Simple Joint-Stock Company Worth It?

The Simple Joint-Stock Company presents an attractive option for entrepreneurs who value flexibility and low barriers to entry. Principal advantages:

• Symbolic initial capital requirement
• Ability to contribute work as an ownership stake
• Choice between governance models
• Simplified liquidation procedures
• Convenient online registration

Bear in mind, however, that the PSA remains a relatively recent legal construction. For complex ownership structures or eventual stock exchange ambitions, a traditional joint-stock company may prove the wiser choice. The PSA solves many problems elegantly—but not every problem, and not for every business.

This material is informational in nature and does not constitute legal advice. Before deciding on a legal form for your business, consultation with an attorney specializing in corporate law is advisable.