Establishing of a simple joint stock company (SJSC)
On 1 july 2022 one year has passed since the amendment to the commercial companies code (pccc), as a result of which a new form of doing business – the simple joint-stock company – was established under generally applicable la.
The amendment introduced many novelties to the Polish company market, such as the departure from the classic share capital in place of the joint-stock capital, or the possibility to create a board of directors as the company’s governing body.
However, entrepreneurs still signal that a simple joint-stock company is not that simple at all, mainly due to:
- the need to obtain an entry in the National Court Register (KRS);
- as well as the obligation to maintain a shareholder register, which constitutes an additional expense on the part of the entrepreneur, as this register can only be maintained by entities indicated in the Commercial Companies Code.
The number of simple joint-stock companies entered in the KRS clearly shows that Polish entrepreneurs approach this form of company with caution and distance, still preferring to opt for forms of business that are proven in Polish law, such as the classic limited liability company.
When one of our clients dreamt of creating a simple joint-stock company to run an IT services business, we took on the challenge with great enthusiasm.
As a first step, we carried out a detailed analysis of the regulations governing a simple joint-stock company, which enabled us to answer a number of our client’s questions and concerns regarding the functions of the various bodies of the company. The next stage was the creation of the articles of association of a simple joint-stock company, as well as the documentation required to submit an application for registration of the company in the National Court Register.
Finally, we mention that once the simple joint-stock company has been entered in the KRS, it is important to remember to select an entity authorised to maintain the register of shareholders of the simple joint-stock company. Members of the company’s governing body are liable for failure to maintain the shareholders’ register in the form of a fine of up to PLN 20,000.
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