The simple joint-stock company (prosta spółka akcyjna, abbreviated PSA or P.S.A.) has been part of the Polish Commercial Companies Code since 1 July 2021. It was designed for start-ups, yet after five years it is also chosen by founders of conventional businesses and by foreign investors who want a Polish vehicle that admits new shareholders without a notary at every round, rewards key people with shares and is not weighed down by frozen share capital. Kancelaria Prawna Skarbiec forms simple joint-stock companies from the choice of legal form, through the articles of association and registration in the National Court Register (KRS), to the shareholder register and the first tax filings, and then provides corporate, tax and accounting services within one group. Below we explain when a PSA makes sense, what has to be settled before the articles are signed, and how we work.
Who the simple joint-stock company is for, and who should look elsewhere
The first reason clients choose a PSA is staged financing. The articles may set a maximum number of shares and a deadline for their issue; within those limits the company issues shares by resolution, without amending the articles and without a notarial deed, so a subsequent investment round becomes a corporate act rather than a notarial transaction. The second reason is people. PSA shares may be taken up in exchange for work or services, and an employee share scheme has ready-made tools in the PSA provisions themselves, conditional share issues and subscription warrants, without the workarounds a limited liability company requires. The third reason is capital. A PSA has no fixed share capital; it has a flexible capital account (kapitał akcyjny) from which funds may be distributed to shareholders on the conditions described below. The fourth reason is equity crowdfunding: since 10 November 2023 shares in a Polish limited liability company may not be offered to an unspecified public, which leaves the joint-stock company, the limited joint-stock partnership and the PSA as the only forms able to raise equity from the crowd; the offer itself remains subject to crowdfunding and public-offering rules. The form is open to foreign persons, including nationals of countries outside the European Union, who need no residence permit in Poland to hold shares in a PSA.
There are also situations in which we advise against this form. PSA shares cannot be admitted to organised trading, so a company heading for a stock exchange listing will have to convert into a joint-stock company (spółka akcyjna). Regulated activities such as banking, insurance, brokerage or consumer lending require the legal form prescribed by sector legislation, and the PSA appears in none of them. A founder who takes up shares for work will pay social security contributions as if self-employed, which in some ownership structures cancels the advantage a PSA holds over a limited liability company. Nor may a PSA be formed solely by a single-member limited liability company (Article 300¹ § 2 of the Code), which matters when a holding structure is being built, although such a company may become the sole shareholder once the PSA exists. Finally, the simple joint-stock company remains younger and rarer than the limited liability company, and some banks and counterparties know it less well; this is not a legal argument, but it is sometimes a practical one. A comparison of all Polish business forms is set out on our page (Company Formation in Poland).
How a PSA differs from the limited liability company and the joint-stock company
The capital of a PSA must be at least 1 zloty and its amount is not stated in the articles, so changing it does not amend the articles. Shares have no nominal value and no physical form; they are recorded in a shareholder register kept by a notary or a brokerage house (an entity authorised to keep securities accounts), and, on a sale, ownership passes only upon entry in that register. A PSA share transfer itself requires documentary form on pain of nullity, which means no notary and none of the certified signatures a sale of shares in a limited liability company demands. Contributions may be made in cash, in kind, or in the form of work or services, although work and services cover shares without being credited to the capital account (Article 14 § 1 of the Code); contributions may be paid in over 3 years from registration. Founders may reserve founders’ shares, which preserve their minimum share of the votes in every subsequent issue. The company is run either by a management board or by a board of directors combining management and supervision; a supervisory board is optional. Board members or directors are personally liable for the company’s debts where enforcement against the company proves ineffective, on the rules known from the limited liability company (Article 300¹³² of the Code). Shareholder resolutions may also be adopted in writing and by electronic means of communication.
Each year the company transfers at least 8% of its profit to the capital account until the account reaches 5% of its total liabilities under the last approved balance sheet. Every distribution to shareholders is subject to a solvency test: it may not deprive the company of the ability to meet its monetary obligations as they fall due within six months of the distribution. A distribution out of the capital account additionally requires a shareholders’ resolution and registration of the new capital amount, may not reduce the capital below 1 zloty, and, where it reaches into the part of the capital equal to 5% of total liabilities, triggers the creditor-protection procedure known from capital reductions in a joint-stock company. The company may be dissolved without liquidation by transferring its entire assets to a single shareholder, who takes over the duty to satisfy creditors and the remaining shareholders, with the permission of the registry court. The articles are executed either as a notarial deed or on the template available in the S24 online system, in which case the shares of the first issue may be paid up in cash only.
How we form a simple joint-stock company: scope of work
We begin with a short questionnaire: who will hold shares, what each shareholder contributes, where financing will come from, whether an investor is expected, whether the founders will work for the company and in what capacity, and whether the lump-sum corporate tax known as Estonian CIT is on the table. On that basis we deliver a written recommendation of the legal form. Where a limited liability company would serve better, we say so; a poorly chosen form costs more than the fee for choosing it.
- Tailored articles of association. The S24 template suffices for a single-shareholder company with a cash contribution and no investor plans. A company with several founders, an investor on the horizon or shares issued for work needs articles drafted from scratch: share series and preferences, founders’ shares, the type and duration of work or services contributed and the schedule of contributions, a maximum number of shares and an issue deadline so that later issues need no amendment of the articles, authorisation of the management board to issue shares (for up to 5 years, up to one quarter of the shares existing when the authorisation is granted), rules on excluding pre-emptive subscription rights, transfer restrictions and rights of first refusal, tag-along and drag-along clauses, founder vesting built on the redemption or buy-back of shares when a founder leaves, individual entitlements, succession of heirs, rules for remote meetings and the composition of corporate bodies. We document the value of contributions in kind credited to the capital account, because a significant overvaluation obliges the shareholder to make up the difference to the company, and the board members jointly with them unless they are not at fault (Article 300¹⁰ of the Code). We draft so that every shareholder understands every clause and whoever one day tries to challenge the document finds no gap in it.
- Shareholders’ agreement (quoted separately). The articles are public in the KRS, so some arrangements belong in a confidential agreement between the shareholders: exit rules, non-competition, division of roles and time, contractual penalties, dispute resolution. We prepare it alongside the articles so that both documents speak with one voice. In designing exits we bear in mind that a shareholder grossly prejudiced in their relations with the other shareholders or with the company may ask the court to order their withdrawal from the company against a buy-out at fair value (Article 300⁵⁰ of the Code), so the shareholders’ agreement should give the parties cheaper solutions than litigation; what happens when nobody wrote the rules down is described in our text on corporate disputes (Corporate Control (Litigation, Disputes)).
- Registration and launch. We file through the Court Registers Portal or S24, arrange the agreement with the notary or brokerage house that will keep the shareholder register, prepare the beneficial-owner filing for the Central Register of Beneficial Owners (CRBR), which the board signs because an attorney-in-fact cannot make it, register the company for VAT and prepare the social security registrations of shareholders who contribute work. Foreign shareholders and directors need not travel to Poland: the articles may be executed by an attorney-in-fact acting under a notarised power of attorney, and KRS filings are signed electronically by counsel.
- Tax set-up. A tax adviser determines the taxation model (classic CIT, including the 9% rate for small taxpayers once the statutory conditions are met, or Estonian CIT), the transfer tax consequences of the planned financing, the tax treatment of shares taken up for work, the taxation of profit retained in the capital account, and the social security position of shareholders and officers. Where the law is ambiguous, we secure the position with an application for a binding tax ruling (Corporate Income Tax).
- Accounting and corporate housekeeping. A PSA keeps full books of account. Within the Skarbiec group they are kept by Skarbiec Accountancy, while the law firm handles resolutions, share issues, filings of changes with the shareholder register and the KRS, and annual reporting (Corporate Legal Services). Law, tax and accounting sit with one team, so the client does not explain the same matter to three firms. Ongoing support after registration is available on a retainer (Ongoing Legal Services Warsaw | Poland).
Social security, transfer tax, PIT and Estonian CIT: four decisions before the articles are signed
Founders’ social security contributions
A shareholder whose contribution consists of work or services is subject to social security and health insurance as a person carrying on non-agricultural activity under Article 8(6)(4a) of the Social Insurance System Act, from the first day of performance to the last, without the reliefs available to new businesses; where another insurance title exists, such as employment, the scope of contributions follows the general rules on overlapping titles. A shareholder who contributes cash or assets in kind is not subject to contributions by reason of shareholding alone, even in a single-shareholder PSA, which distinguishes the PSA from the single-member limited liability company. We therefore design the way founders take up shares together with the way they are remunerated: appointment to the board, an employment contract or a service contract (Contracts Between a Company and Its Board Members). Two statutory caveats apply: what the company pays a shareholder outside the rights attached to shares may not exceed the fair value of what it receives in return (Article 300²¹ of the Code), and in a single-shareholder PSA whose shareholder is also a board member or director every legal act between that person and the company that they themselves represent must take the form of a notarial deed, which the notary reports to the registry court (Articles 300⁶⁷ § 3 and 300⁷⁹ § 4 of the Code).
Transfer tax (PCC): contributions and shareholder loans
The Act on Tax on Civil Law Transactions does not count the PSA among capital companies. Executing the articles of a PSA and subsequent share issues therefore attract no transfer tax, whereas a limited liability company pays 0.5% on its share capital and on every increase. The same omission long raised a question over shareholder loans, because on its wording the exemption for loans by a member to a capital company does not cover them. A final judgment of the Regional Administrative Court in Gdańsk of 28 November 2023 (I SA/Gd 660/23) settled that a simple joint-stock company is a capital company within the meaning of Directive 2008/7/EC and enjoys the exemption on the same footing as a limited liability company, and since 2024 the Director of the National Tax Information has confirmed this in individual rulings. We plan the company’s financing in advance, choosing between a share issue and a loan (Conversion of a Shareholder Loan into Reserve Capital), and for larger loans we secure the exemption with the company’s own ruling, because the wording of the statute has not changed.
Estonian CIT, dividends, shares for work and incentive schemes
The lump-sum tax on corporate income known as Estonian CIT is available to a PSA on the same conditions as to a limited liability company: all shareholders are natural persons, the company holds no shares in other entities, and it meets the employment and revenue-structure conditions. For a company that reinvests its profits this is usually the most favourable model. Where shares are to be held by a Polish family foundation or another legal person, Estonian CIT is unavailable, because every shareholder must be a natural person; a corporate shareholder may instead rely on the parent-subsidiary dividend exemption, and foreign shareholders should consider dividend withholding tax, which stands at 19% under domestic law and may be reduced under a tax treaty (Dividend Withholding Tax). Taking up PSA shares for work or services creates no taxable income at the time of subscription (Article 17(1d) of the Personal Income Tax Act); the reckoning comes when the shares are sold. Employee incentive schemes are designed separately: PSA shares taken up under a scheme adopted by the general meeting are taxed only on sale, at 19% (Article 24(11) to (12b) of the Act), but only for participants with employment income or income from activities performed personally, not for B2B contractors. Doubtful elements are secured with a binding ruling.
Profit retained in the capital account
The flexibility of the PSA capital account has a tax price. The Personal Income Tax Act treats the PSA capital account as share capital (Article 5a(30)), so allocating profit to it, including under the mandatory 8% transfer, is for the shareholders income from participation in the profits of legal persons taxed at 19%, although they receive nothing in cash; so held the Director of the National Tax Information in a ruling of 29 November 2023 (0114-KDIP3-1.4011.749.2023.3.BS), and under Estonian CIT such an increase has been classed as a hidden profit. A later distribution out of the capital account is taxed again, without the previously taxed amount counting as a cost. Before a simple joint-stock company is chosen we therefore calculate how much profit will have to go into the capital account and arrange the distribution of profit so that no tax is paid on money that stays in the company.
The 2027 amendment to the Commercial Companies Code: new duties for the simple joint-stock company
The amendment to the Commercial Companies Code (Act of 23 January 2026, Journal of Laws item 176) enters into force in its main part on 18 February 2027. From that date every simple joint-stock company must disclose in the KRS the entity keeping its shareholder register, and the board must notify the register keeper within 7 days of changes in the data recorded in the register (company name, seat, KRS number, dates of registration and of issues, share series and types, whether shares are paid up, transfer restrictions and obligations attached to shares). Consent given by the person whose rights an entry would delete, change or encumber, which replaces the register keeper’s prior notification to that person, must be in writing with a notarially certified signature or a signature made in the presence of a person authorised by the register keeper, or in electronic form with a qualified, trusted or personal signature; a sale of PSA shares still needs no notary. Companies existing on that date have 3 months to disclose the register keeper and 2 years to adapt their articles. The share-transfer procedures we design today already reflect these requirements, and clients with existing PSAs are offered a review of their documents before the deadline.
Converting into a PSA, converting a PSA into a joint-stock company, and exit
A limited liability company, a partnership and a sole proprietorship may each be converted into a simple joint-stock company. Conversion of a capital company into a PSA requires, among other things, approved financial statements for the last two financial years (for a younger company, for the whole period not covered by an annual report), and the capital account after conversion may not be lower than the previous share capital; the tax consequences depend on the starting point, and converting a sole proprietorship moves the business from personal to corporate income tax and must be modelled before it becomes fact. The road runs the other way too: a PSA ready for the stock exchange converts into a joint-stock company, and one that has not met expectations may end its existence without liquidation by transferring its entire assets to a single shareholder, who also takes over the duty to satisfy creditors and the remaining shareholders. We handle both operations (Company Transformations), as well as investor entries, usually preceded by due diligence, and company sales (Selling or Acquiring a Company).
Costs of forming a simple joint-stock company and our fees
External costs of a simple joint-stock company are modest and public: the court fee for registering a PSA in the KRS is PLN 500 (PLN 250 for the S24 template), and since 29 November 2025 the PLN 100 fee for publishing the registration in the Court and Commercial Gazette is no longer charged. Notarial fees apply where the articles are executed before a notary, and the notary or brokerage house keeping the shareholder register charges according to its own tariff. Our fee for the formation stage is a lump sum covering the recommendation of legal form, the articles, registration and the tax set-up; it is payable in advance against a pro forma invoice and does not depend on the date of registration, which lies outside our control. A shareholders’ agreement, a conversion, an issue to an investor or a tax ruling application is quoted separately before work begins. We quote the lump sum once the questionnaire is back, because it depends on the number of shareholders, the type of contributions and the complexity of the articles.
