How to Establish a Simple Joint-Stock Company (PSA) in Poland: A Step-by-Step Guide for Entrepreneurs
The Simple Joint-Stock Company (Prosta Spółka Akcyjna, PSA) is an innovative legal structure that has revolutionized the Polish capital market. Designed with startups and innovative enterprises in mind, the PSA offers flexibility and simplifications that are crucial in today’s rapidly changing business environment. Importantly, a PSA can be established by even a single shareholder, which is a significant advantage for individual entrepreneurs with a vision. In this article, we will guide you step-by-step through the process of establishing a PSA.
What Are the Differences Between a PSA and a Traditional Joint-Stock Company?
The PSA introduces a range of simplifications and conveniences compared to the traditional joint-stock company. The following table highlights the key differences:
| Feature | Simple Joint-Stock Company (PSA) | Traditional Joint-Stock Company (SA) |
|---|---|---|
| Share Capital | Minimum 1 PLN | Minimum 100,000 PLN |
| Contributions | Possibility of non-cash contributions in the form of labor or services | Exclusively cash contributions or contributions in kind |
| Shareholder Register | Maintained electronically | No requirement for an electronic register |
| Liquidation | Simplified procedure | More complex procedure |
| Flexibility | Greater flexibility in shaping the organizational structure | Less flexibility, rigid regulations |
| Communication | Enables electronic communication | Traditional form of communication |
| Shares | Shares without a physical document | Shares in the form of a physical document |
| Founders | Possibility of establishment by 1 person | Required shareholders |
As indicated by doradzamy.to, the PSA is a response to the needs of dynamically developing startups, and the possibility of its establishment by a single shareholder opens up new perspectives for individual innovators.
Benefits of Establishing a PSA
The PSA offers several benefits that make it an attractive legal structure for entrepreneurs:
- Low Share Capital: The minimum share capital is only 1 PLN, which significantly facilitates starting a business.
- Flexibility in Contributions: The possibility of making non-cash contributions, such as labor or services, is particularly advantageous for startups, which often have knowledge and skills rather than large capital.
- Simplified Liquidation: The PSA liquidation process is much simpler and faster than that of a traditional joint-stock company, which reduces the risk associated with running a business.
- Electronic Shareholder Register: This simplifies share management and reduces administrative costs, while also increasing the transparency of transactions.
- Possibility of Electronic Communication: This streamlines communication within the company and with shareholders, which is particularly important in the dynamic startup environment.
- Possibility of Establishment by 1 Person: As mentioned, a PSA can be established by a single shareholder, providing greater freedom in conducting business.
Formal and Financial Requirements
Establishing a PSA involves meeting specific formal and financial requirements:
- Minimum share capital: 1 PLN.
- Conclusion of the company agreement: The PSA agreement must be concluded in the form of a notarial deed or electronically via the S24 system.
- Registration in the National Court Register (KRS): Entry in the National Court Register is mandatory.
- Establishment of company bodies: A management board or a supervisory board (or a board of directors).
- Shareholder registration: Shareholders must be registered in the appropriate shareholder register, which must be maintained electronically.
Information on the online registration process can be found on the government portal: Gov.pl
Stages of PSA Registration
The PSA registration process consists of several key stages:
- Preparation of the company agreement: The agreement must contain key information such as the company name, registered office, business activity, amount of share capital, and shareholder details.
- Conclusion of the company agreement: This can be done before a notary or electronically via the S24 system.
- Contribution of capital: Shareholders contribute capital to cover the share capital.
- Registration in the National Court Register (KRS): The application for entry in the KRS must be submitted electronically.
- Establishment of company bodies: Appointment of the management board or supervisory board (or board of directors).
- Maintenance of the shareholder register: The register must be maintained electronically by an authorized entity.
The Poradnik Przedsiębiorcy portal provides detailed information on the individual registration stages. Additionally, InFakt offers a video illustrating the PSA establishment process: Youtube.com
Electronic Communication in PSA
The PSA enables extensive use of electronic communication, which greatly facilitates company management. This includes:
- Convening the shareholders’ meeting electronically.
- Voting at the shareholders’ meeting using electronic means of communication.
- Sending documents and information between shareholders electronically.
The advantages and disadvantages of electronic communication are discussed in this article: Poradnik Przedsiębiorcy.
Choosing the optimal legal form for your business is a crucial decision that impacts its development, financing, and future opportunities. At Innoglobal.org, we understand how complex this process can be. That’s why our team of experienced experts offers comprehensive advice on selecting the appropriate legal structure, including the Simple Joint-Stock Company. We help entrepreneurs understand legal nuances, optimize the registration process, and tailor the organizational structure to the specific needs of their business. With our support, you can be confident that your company will be built on a solid legal foundation from the outset, allowing you to focus on what matters most – developing innovative solutions and capturing the market. Join us now!
